Elevance Health, Inc.
For the period ended May 14, 2025. Filed Mar 28, 2025.
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May 14, 2025 · Filed Mar 28, 2025
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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 |
2025 Notice of Annual Meeting of Shareholders and Proxy StatementMay 14, 20258:00 a.m. Eastern Time
About Elevance Health Elevance Health is a lifetime, trusted health partner whose purpose is to improve the health of humanity. We support consumers, families and communities across the entire healthcare journey – connecting them to the care, support, and resources they need to lead better lives. Our companies serve approximately 112 million consumers through a diverse portfolio of industry-leading medical, digital, pharmacy, behavioral, clinical, home health and complex care solutions. For more information, please visit www.elevancehealth.com.
| n | BC or BCBS Licensed Plans (3) | |||
| n | BC or BCBS Licensed Plans + Medicaid (10) | |||
| n | Medicaid (14) | |||
| l | Medicare (25) | |||
| Approximately46 milliontotal medical members in affiliated health plans | More than | |||
| 112 milliontotal consumers served | *As of January 1, 2025 | |||
| 14 statesBlue Cross or Blue Cross and Blue Shield markets | 24 Medicaid MarketsIncludes District of Columbia and Puerto Rico | 25 Medicare Markets Includes Puerto Rico | ||
| Improving health through our Blue Cross and Blue Shield licensed Commercial, Medicare and Medicaid health plans and network. | Helping people live well through our Commercial, Medicare and Medicaid health plans under the Wellpoint brand. | Offering a range of capabilities that connect and support the entire healthcare system. |
Joint Message From Our Independent Chair and CEO
Dear Fellow Shareholders,
We look forward to welcoming you to Elevance Health’s 2025 Annual Meeting on May 14, 2025, at 8 a.m. E.T. to review our 2024 performance and learn more about our growth plans for 2025. We value your voice and encourage you to vote promptly.
Whole Health Strategy.
As you know, our whole healthcare ecosystem is grappling with significant challenges, including rising costs, administrative complexity and disparities in access to care. In collaboration with our partners across the industry, we’re addressing these challenges with great urgency--focusing on streamlining processes, reducing costs and improving the overall experience for our members. Driven by our purpose to improve the health of humanity, we remain focused on delivering whole health for our members by addressing their physical, behavioral and social needs.
“We play a vital role in keeping healthcare affordable by ensuring our members have access to high-quality care at reasonable costs and designing benefit structures that encourage preventative care and early intervention.”
We play a vital role in keeping healthcare affordable by ensuring our members have access to high-quality care at reasonable costs and designing benefit structures that encourage preventative care and early intervention. Throughout 2024, we continued to expand and accelerate our healthcare services, including a focus on care in the home and comprehensive primary care delivery. In addition, we have invested significant resources in partnering with hospitals and physicians to provide real-time insights and tools that ease administrative burdens and allow care providers to devote more time to caring for patients. We will continue to focus our efforts to improve the health outcomes of our members at an affordable price and deliver on our commitment to whole health.
2024 Financial Performance.
We navigated a dynamic operating environment and unprecedented change and challenges in the broader healthcare space. Our 2024 operating revenue was $175.2 billion, a 3% increase over 2023, and our 2024 operating gain was $7.9 billion. In addition, we returned $4.4 billion to shareholders through a combination of share repurchases and dividends. We ended the year with approximately 46 million medical members. We are well positioned to drive future growth for our shareholders through our multiple, complementary lines of business in a healthcare environment that continues to evolve at a rapid pace.
Culture and Purpose.
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 2024 Culture & Leadership Survey found that 92% of responding associates understand the importance of taking a whole health approach to best serve our communities. In addition, we are proud that the Company received the “Great Place to Work” certification for the fifth consecutive year and was included on Fortune’s 2024 “100 Best Companies to Work For” list, achieving a top three ranking in the large company category for Best Workplaces in Healthcare.
| 2025 Proxy Statement | 1 |
Message from Our Independent Chair and CEO
We embrace our responsibility to connect individuals to the care, support and resources they need when they need them, and we prioritize population health 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 2024, 21 of the 29 Medicaid plans receiving this esteemed accreditation were Elevance Health plans. In addition, we were named to the 2024 Dow Jones Best in Class North America and World Indices for a seventh consecutive year, ranking first in North America for the Healthcare Providers and Services sector, and USA TODAY’s America’s Climate Leaders 2024 list. We are the top-rated company in our sector for governance, social and environmental practices by third-party rating agencies ISS, MSCI and Sustainalytics.
Board Skills, Experience & Refreshment.
Our Board is a highly qualified group who bring thought leadership, different perspectives, and strong accountability to their roles in overseeing the talented executive team at Elevance Health. The Board is diverse in terms of background, expertise, age and tenure, and more than 70% of the directors are diverse based on gender, race and/or ethnicity. We believe that having leaders and decision makers who represent the breadth of our communities is important for the Company’s success in meeting the needs of our members, customers and other stakeholders.
Refreshing the Board with new perspectives and ideas is critical to ensuring that it remains strategic and forward-looking. Each year, we conduct a rigorous evaluation process, including board and individual director evaluations facilitated by an external party. Over the past couple of years, two new directors have joined the Board. At the upcoming Annual Meeting, Ramey Peru will become our Independent Chair of the Board. The entire Board would like to thank Liz Tallett for her significant contributions to the Company’s success and her exemplary service to the Board in many roles, including serving as Independent Chair of the Board since 2018, and wish her well upon her retirement.
In closing, we remain resolute in our goal to simplify the healthcare experience. We are continuing to deepen the impact of Carelon and expand our deployment of innovative care models, positioning us to achieve sustainable growth over the long run. Working in concert with our many vital partners across the healthcare ecosystem, we also continue to promote solutions that enhance health outcomes and empower healthier communities. With this unified voice, we can more effectively advocate for holistic solutions that address the physical, behavioral and social drivers of health at an affordable cost. Our purpose, passion and commitment to being a lifetime, trusted health partner for those we are privileged to serve will drive our success today and over the long term. On behalf of the 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 |
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Notice of Annual Meeting of Shareholders
| WhenWednesday, May 14, 20258:00 a.m. Eastern Time | WhereOnline at:https://meetnow.global/M7G4Q92 | Record DateMarch 17, 2025 |
Voting Items
| Proposals | Board Vote Recommendation | For Further Details | ||
| 1 | Election of Three Directors | “FOR” each director nominee | Page 12 | |
| 2 | Advisory Vote to Approve the Compensation of Our Named Executive Officers (“Say-on-Pay”) | “FOR” | Page 40 | |
| 3 | Ratification of Ernst & Young LLP as Auditors for 2025 | “FOR” | Page 70 | |
| 4 | Shareholder Proposal Requesting Report on the Effectiveness of Diversity, Equity and Inclusion Efforts | “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 17, 2025 (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 14, 2025. The Notice of Annual Meeting of Shareholders, Proxy Statement and 2024 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 28, 2025.
| 2025 Proxy Statement | 3 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.