Elevance Health, Inc.
For the period ended May 13, 2026. Filed Mar 27, 2026.
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May 13, 2026 · Filed Mar 27, 2026
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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 |
|---|
| 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 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 104 million consumers through a diverse portfolio of industry-leading medical, pharmacy, behavioral, clinical, home health and complex care solutions. For more information, please visit www.elevancehealth.com.
| BC or BCBS Licensed Plans + Medicaid (10) | ||||
|---|---|---|---|---|
| BC or BCBS Licensed Plans (4) | ||||
| Wellpoint + Medicaid Plans (14) | ||||
| Medicare (26) | ||||
| More than · Approximately | ||||
| 45.2 milliontotal medical members inaffiliated health plans · 104 milliontotal consumers served | ||||
| 14 StatesIn BC or BCBS Markets · 26 Medicare MarketsIncludes BC or BCBS Markets · 24 Medicaid MarketsIncludes D.C. & Puerto Rico | ||||
| (10) + | (4) | (26) | (14) + | (10) |
| 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. |
Dear Fellow Shareholders,
We look forward to welcoming you to Elevance Health’s 2026 Annual Meeting of Shareholders on May 13, 2026, at 8:00 a.m. Eastern Time. Your perspective matters to us, and we encourage you to review the proxy materials and vote at your earliest convenience.
Whole Health Strategy.
Healthcare is at a pivotal moment. The industry continues to face rising medical costs, greater administrative complexity, and growing demand for more personalized, accessible care. In collaboration with partners across the healthcare ecosystem, we are acting with urgency to meet this moment through an integrated clinical and benefits approach—leveraging value-based care to align incentives, improve outcomes, and guide people to high-value, lower-cost care. Driven by our purpose to improve the health of humanity, we remain focused on enhancing the member experience and delivering whole health by addressing members’ physical, behavioral, and social needs.
We work across all levels of the healthcare system to improve affordability and access. Our benefit designs encourage preventive care and early intervention. We also leverage real-time insights to help members receive care sooner, reduce avoidable emergency room visits and avoidable hospital admissions, and support lower overall costs across the healthcare system. In addition, we are collaborating with industry peers to streamline prior authorization requirements—reducing unnecessary administrative friction—while continuing to improve digital tools so members can access care more quickly and easily. We remain firmly focused on making healthcare simpler and more affordable.
2025 Financial Performance.
We successfully navigated a dynamic operating environment and significant challenges across the broader healthcare space in 2025. Our 2025 operating revenue was $197.6 billion, a 13% increase over 2024, and our 2025 operating gain was $7.2 billion. In addition, we returned $4.1 billion to shareholders through a combination of share repurchases and dividends. We ended the year with approximately 45.2 million medical members. With our multiple, complementary lines of business and disciplined approach to long-term value creation, we believe we are well positioned to deliver shareholder value as the healthcare environment continues to evolve.
Culture and Purpose.
Our Board and management team recognize that culture is foundational to long-term success. As part of its strategic oversight, the Board helps ensure that the Company’s purpose, mission, and values are embedded in the Company’s strategy and business plans.
We also emphasize continuous learning. We are pleased that over 85% of our associates have taken advantage of our new Enterprise Skills Academy development platform, which supports the development of future-ready skills and core capabilities, including a focus on the responsible adoption and use of AI and other technologies. We view capability-building and associate engagement as essential to strong execution and better service for members and customers.
We are proud that the Company received the “Great Place to Work” certification for the sixth consecutive year. We were also included on Fortune’s 2025 “100 Best Companies to Work For” list and ranked second in the large company category for Best Workplaces in Healthcare. In addition, we were recognized in the 2025 PEOPLE “Companies that Care” list and included on Newsweek’s 2025 “World’s Greenest Companies” list. Multiple independent rating organizations continue to recognize the Company as a sector leader for governance and corporate impact practices. These recognitions reflect our culture and the Board’s ongoing focus on governance, risk oversight, and long-term value creation.
Joint Message From Our Independent Chair and CEO
Board Skills, Experience & Refreshment.
Our Board is comprised of highly qualified leaders who bring unique perspectives, deep expertise, and a strong commitment to accountability in overseeing our executive team on behalf of our shareholders. The Board is diverse in terms of background, expertise, age, tenure, gender, and race/ethnicity. We believe that having leaders who reflect the breadth of the communities we serve strengthens our ability to meet the needs of our members, customers, associates, and other stakeholders.
Ongoing Board refreshment is essential to ensuring our leadership remains strategic and forward-looking. Each year, we conduct a rigorous evaluation of the Board, its committees, and individual directors, facilitated by an independent outside party. Last year, Ramiro G. Peru became our Independent Chair of the Board following the retirement of director Elizabeth Tallett. Over the past year, we also welcomed two new directors: Steve Collis and Amy Schulman. Steve brings extensive healthcare, financial, and regulatory experience from his leadership of a large global pharmaceutical solutions company. Amy is a recognized healthcare executive, investor, and governance leader with deep expertise in healthcare innovation, regulatory strategy, and value creation in complex organizations. We also regularly assess Board composition against the Company’s evolving strategy and the priorities of our shareholders.
At the Annual Meeting, our valued director Kerry Clark will retire. The Board thanks Kerry for his significant contributions to the Company’s success and his exemplary service in many roles, including serving as Chair of the Finance Committee. We wish him well in his retirement.
We remain disciplined and resolute in our goal to simplify the healthcare experience and make care more affordable. We continue to strengthen our healthcare services business and expand innovative care models, positioning us for sustainable long-term growth. Working in concert with partners across the healthcare ecosystem, we promote solutions that improve health outcomes, contain costs, and reduce friction. We believe these actions support disciplined, long-term shareholder value creation. Our purpose, passion, and commitment to being a lifetime, trusted health partner for those we are privileged to serve will guide our work today and continue to produce shareholder value over the long term through execution of our strategy and prudent capital management. On behalf of the Board and management team, we thank you for your continued support and investment.
Sincerely,
| Gail K. BoudreauxPresident and Chief Executive Officer | Ramiro G. PeruIndependent Chair of the Board |
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| 2026 Proxy Statement | 2 |
Message from Our Independent Chair and CEO
Notice of Annual Meeting of Shareholders
| WhenWednesday, May 13, 20268:00 a.m. Eastern Time | WhereOnline at:https://meetnow.global/MRG6YVV | Record DateMarch 13, 2026 |
Voting Items
| Proposals | Board Vote Recommendation | For Further Details | |
| 1 | Election of Three Directors | “FOR” each director nominee | |
| 2 | Advisory Vote to Approve the Compensation of Our Named Executive Officers (“Say-on-Pay”) | “FOR” | |
| 3 | Ratification of Ernst & Young LLP as Auditors for 2026 | “FOR” | |
| 4 | Shareholder Proposal Requesting an Independent Study on the Impact of Prohibiting Corporate Contributions to Partisan 527 Tax-Exempt Political Groups | “AGAINST” |
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 13, 2026 (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 13, 2026. The Notice of Annual Meeting of Shareholders, Proxy Statement and 2025 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 27, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.