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WCG > SEC Filings for WCG > Form 8-K on 23-May-2012All Recent SEC Filings

Show all filings for WELLCARE HEALTH PLANS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WELLCARE HEALTH PLANS, INC.


23-May-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

WellCare Health Plans, Inc. (the "Company") held its Annual Meeting of Stockholders on May 23, 2012 (the "Annual Meeting") at the Company's corporate headquarters in Tampa, Florida. 39,287,229 shares of the Company's common stock, or 91% of the shares of the Company's common stock issued and outstanding on the record date, were present in person or represented by proxy at the Annual Meeting. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results of such voting:

Proposal One: Election of directors

As described in the Company's proxy statement, the Company's Board of Directors (the "Board") nominated ten individuals to serve as directors for a one-year term to expire at the Company's 2013 Annual Meeting of Stockholders or until their successors are duly elected and qualified. All such nominees were elected by a majority of the votes cast, as follows:

        Director          Votes For  Votes Against Abstentions Broker Non-Votes
Charles G. Berg           35,731,167     1,285,439      38,766        2,231,857
Carol J. Burt             36,747,099       269,657      38,616        2,231,857
Alec Cunningham           36,747,614       268,992      38,766        2,231,857
David J. Gallitano        36,843,970       172,592      38,810        2,231,857
D. Robert Graham          36,745,764       270,843      38,765        2,231,857
Kevin F. Hickey           36,745,602       269,971      39,799        2,231,857
Christian P. Michalik     36,842,068       173,161      40,143        2,231,857
Glenn D. Steele Jr., M.D. 36,838,499       177,963      38,910        2,231,857
William L. Trubeck        36,843,553       173,054      38,765        2,231,857
Paul E. Weaver            36,843,215       173,447      38,710        2,231,857

Proposal Two: Ratification of appointment of independent registered public accounting firm

The Company's stockholders ratified the appointment of Deloitte & Touche, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 by the following vote:

Votes For Votes Against Abstentions
38,138,327 1,101,345 47,557

Proposal Three: Advisory vote on the compensation of the Company's named executive officers ("Say on Pay")

The Company's stockholders approved the following resolution (the "Say on Pay Resolution"):

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion disclosed in the Company's 2012 Proxy Statement, is hereby APPROVED."

The Say on Pay Resolution was approved by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 36,780,803 238,661 35,908 2,231,857

Proposal Four: Stockholder proposal regarding a political contributions and expenditures report

The stockholder proposal regarding a political contributions and expenditures report was defeated by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 16,504,536 14,836,716 5,714,120 2,231,857


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