Elevance Health Inc
For the period ended May 15, 2024. Filed Mar 29, 2024.
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May 15, 2024 · Filed Mar 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Elevance Health, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
About Elevance Health
| Elevance Health is a lifetime, trusted health partner fueled by its purpose to improve the health of humanity. We support consumers, families and communities across the entire care journey – connecting them to the care, support, and resources they need to lead healthier lives. Our companies serve more than 115 million people through a diverse portfolio of industry-leading medical, digital, pharmacy, behavioral, clinical and complex care solutions. For more information, please visit www.elevancehealth.com. | Approximately47 milliontotal medical members in affiliated health plansMore than115 milliontotal lives served |
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| * Q4 2023 data | |
BC or BCBSlicensed plans (3)
BC or BCBS licensedplans + Medicaidpresence (11)
Medicaid presence (13)
Medicare presence (24)
14 statesBC or BCBS plan (total)
22 states + District of Columbia and Puerto Rico
Medicaid presence (total)
23 states + Puerto Rico
Medicare presence
Service area provided asof February 1, 2024
OUR EVOLVED BRAND PORTFOLIO
| Anthem Blue Cross and Anthem Blue Cross and Blue Shield remain our go-to-market brands in the 14 Blue states. It’s the name consumers are most familiar with as a trusted healthcare partner through our affiliated health plans. | We are uniting select Medicare, Medicaid and Commercial Plans in non-Blue states under the Wellpoint brand. | The Carelon brand brings together our services businesses to solve complex challenges and support whole health across the entire healthcare continuum. |
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Joint Message From Our Independent Chair and CEO
Dear Fellow Shareholders,
We look forward to welcoming you to Elevance Health’s 2024 Annual Meeting on May 15, 2024, at 8 a.m. E.T. to review our 2023 performance and learn more about our growth plans for 2024. We value your voice and encourage you to vote promptly.
Advancing Our Whole Health Strategy. We are pleased with our performance in 2023, and our transformation from a traditional health benefits organization to a lifetime trusted health partner. Driven by our purpose to improve the health of humanity, we remained focused on whole health, embracing new technologies and innovation across our enterprise to address the physical, behavioral, social and pharmacy needs of our customers. In 2023, we successfully launched our CarelonRx and Carelon Services brands, bringing together our services businesses as part of our brand portfolio evolution. We continue to expand and accelerate our healthcare services and capabilities, including the acquisition of a specialty pharmacy company last year and the acquisition of an ambulatory and home infusion services company this year. Equipped with diversified services, digital capabilities and strong partnerships, we increased our ability to serve individuals across their entire health journey.
Our 2023 Financial Performance. We leveraged the strength and diversity of our Health Benefits and Carelon businesses to deliver solid financial performance and are well positioned to drive future growth for our shareholders through our multiple, complimentary lines of business. Our 2023 operating revenue was $170.2 billion, a 9.3% increase over 2022, and our 2023 operating gain was $8.5 billion, a 2.6% increase over 2022. In addition, we returned $4.1 billion to shareholders through a combination of share repurchases and dividends. We ended the year with 47 million medical members.
Corporate Responsibility and Sustainability Focus. In order to achieve our business objectives, we will continue to focus on our strong corporate responsibility and sustainability practices. We embrace our responsibility to connect individuals to the care, support, and resources they need, and we prioritize health equity so that everyone has a chance to live their healthiest life. We are proud to lead the industry in National Committee for Quality Assurance (“NCQA”) Health Equity Plus accreditations, which recognize our values and ongoing efforts to develop solutions to ensure access to high quality, equitable healthcare. At the end of 2023, 21 of the 28 plans receiving this esteemed accreditation were Elevance Health plans. As part of our dedication to advancing health equity, we engaged a third-party expert to conduct a Health Equity Assessment, which validated our leading health equity practices and provided insights into areas where we can further evolve and enhance our practices.
Additionally, we are initial signatories to the World Economic Forum’s Zero Health Gaps Pledge and the Health and Human Services (“HHS”) Health Sector Climate Pledge. We are proud that the Company has maintained carbon-neutral operations in 2023 via our 100% renewable energy strategy, after being the first in our sector to achieve carbon neutrality in 2022. Our passion for our purpose and sustainability practices earned the Company recognition on USA TODAY’s inaugural America’s Climate Leaders 2023 list, where we ranked 5th out of 400 companies. We also were named to the JUST 100 for the sixth year in a row and the 2023 Dow Jones Sustainability North America and World Indices for a sixth consecutive year.
Purpose & Culture. Our Board and management team recognize the importance of culture in achieving long-term success. As part of its strategic oversight, the Board ensures that the Company’s purpose, as well as its mission and values, are embedded in the Company’s strategy and business plans. We are pleased that the Company’s 2023 Associate Engagement Survey found that 94% of our associates understand and are inspired by the Company’s purpose of improving the health of humanity. In addition, we are proud that the Company received the “Great Place to Work” certification for the fourth consecutive year and was included on Fortune’s 2023 “100 Best Companies to Work For” list, as well as achieved a first-place ranking in the large company category for Best Workplaces in Healthcare.
Board Skills, Diversity & Refreshment. Our Board is a highly qualified and diverse group who bring thought leadership, perspective, and accountability to their roles in overseeing the talented executive team at Elevance Health. The Board is highly diverse in terms of background, expertise, race/ethnicity, age, and gender, with over 70% of the directors being diverse based on gender, race and/or ethnicity. We continue to be the only Fortune 50 company with both a female CEO and a female independent Board Chair. We believe that having leaders and decision makers who represent the breadth of our communities is important for the Company’s success. In addition, the Board conducts a rigorous evaluation process annually, which is facilitated by an external party, in order to ensure that the Board is appropriately refreshed and remains strategic, inclusive and forward-looking. Over the past three years, two new directors have joined the Board and one director has retired.
Our purpose, passion and commitment to making a positive difference will drive our success today and continue to drive our success tomorrow. On behalf of our Board and management team, we thank you for your support and investment.
Sincerely,
| Gail K. BoudreauxPresident and Chief Executive Officer | Elizabeth E. TallettIndependent Chair of the Board |
| 2024 Proxy Statement | 1 |
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Notice of Annual Meeting of Shareholders
| WhenWednesday, May 15, 20248:00 a.m. Eastern Time | WhereOnline at:https://meetnow.global/MJR5P2U | Record DateMarch 18, 2024 |
Voting Items
| Proposals | Board Vote Recommendation | For Further Details | ||
| 1. | Election of Three Directors | “FOR” each director nominee | Page 11 | |
| 2. | Advisory Vote to Approve the Compensation of Our Named Executive Officers (“Say-on-Pay”) | “FOR” | Page 39 | |
| 3. | Ratification of Ernst & Young LLP as Auditors for 2024 | “FOR” | Page 70 | |
| 4. | Shareholder Proposal to Adopt a Policy to Require Certain Third-Party Organizations to Annually Report Political Activity Expenditures Prior to Elevance Health Donating to the Organizations | “AGAINST” | Page 73 |
Shareholders will also act on other business properly presented at the Annual Meeting.
The Annual Meeting will be held in a virtual format only, via live audio webcast. If you held shares of Elevance Health common stock as of March 18, 2024 (the "Record Date"), you may vote, submit questions and view the list of our shareholders of record during the Annual Meeting. Please see additional information on the Annual Meeting beginning on page 78.
Your vote is important. Even if you plan to participate in the Annual Meeting, we encourage you to vote your shares prior to the meeting by one of the methods shown below.
By Order of the Board of Directors,
Kathleen S. Kiefer
Chief Governance Officer & Corporate Secretary
| You can vote in any of the following ways: | ||||
|---|---|---|---|---|
| SmartphoneScan the QR code located on your proxy card, E-Proxy Notice or voting instruction form | OnlineVisit the websitelisted on your proxy card,E-Proxy Notice or voting instruction form | TelephoneCall the telephone number on your proxy card or voting instruction form | MailSign, date and return your proxy card or voting instruction form in the envelope provided | Online During the Annual MeetingLog in to the live webcast with your control number |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 15, 2024. The Notice of Annual Meeting of Shareholders, Proxy Statement and 2023 Annual Report on Form 10-K are available at: www.envisionreports.com/elv. We are making this proxy statement available to shareholders on or around March 29, 2024.
2
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.