Elevance Health Proxy Filing Details Executive Compensation

TL;DR

Elevance Health proxy filing out, detailing exec pay & awards for 2023. #ELEV

AI Summary

Elevance Health, Inc. (formerly Anthem, Inc.) filed a DEFA14A, indicating a Definitive Proxy Statement. This filing details executive compensation and related matters for the fiscal year ending December 31, 2023. It includes information on dividends paid on awards, forfeited awards, and changes in fair value for prior year awards that vested during the covered year.

Why It Matters

This filing provides transparency into how Elevance Health compensates its top executives, which can influence investor decisions and employee morale.

Risk Assessment

Risk Level: low — This is a routine proxy filing detailing executive compensation and corporate governance, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• Elevance Health, Inc. (company) — Filer of the DEFA14A
• Anthem, Inc. (company) — Former name of Elevance Health, Inc.
• 2023-12-31 (date) — Fiscal year end for which compensation details are provided

FAQ

Key Financial Figures

• $2,500,000 — ntly omitted the one-time cash award of $2,500,000 paid to Mark B. Kaye, our Executive Vic
• $199,000 — mpany of these flights shall not exceed $199,000. In 2023, the aggregate incremental cos
• $193,840 — st to the Company for these flights was $193,840. Infrequently, other NEOs may have fami
• $100 — -PEO NEOs (1 ) Value of Initial Fixed $100 Investment Based On: Net Income (4) (

Filing Documents

• d818609ddefa14a.htm (DEFA14A) — 261KB
• g818609page001.jpg (GRAPHIC) — 6KB
• g818609page002.jpg (GRAPHIC) — 9KB
• g818609page006a.jpg (GRAPHIC) — 54KB
• g818609page006b.jpg (GRAPHIC) — 55KB
• 0001193125-24-104928.txt ( ) — 1301KB
• elv-20231231.xsd (EX-101.SCH) — 8KB
• elv-20231231_def.xml (EX-101.DEF) — 6KB
• elv-20231231_lab.xml (EX-101.LAB) — 15KB
• elv-20231231_pre.xml (EX-101.PRE) — 10KB
• d818609ddefa14a_htm.xml (XML) — 175KB

From the Filing

DEFA14A 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 Supplement to the Proxy Statement for the Annual Meeting of Shareholders to be Held on Wednesday, May 15, 2024 EXPLANATORY NOTE On March 29, 2024, Elevance Health, Inc. (the "Company," "we," "us" or "our") filed a definitive proxy statement (the "Proxy Statement") with the Securities and Exchange Commission ("SEC"), which was distributed in connection with our 2024 Annual Meeting of Shareholders to be held in a virtual format, via live audio webcast on Wednesday, May 15, 2024, at 8:00 a.m. Eastern Time (the "Annual Meeting"). Due to an administrative error, the Summary Compensation Table included in the "Executive Compensation" section of the Proxy Statement inadvertently omitted the one-time cash award of $2,500,000 paid to Mark B. Kaye, our Executive Vice President and Chief Financial Officer, upon the commencement of his employment with us. As previously disclosed in our Current Report on Form 8-K filed on August 8, 2023, this one-time cash award was paid to Mr. Kaye to compensate him for forfeited bonus payments and other incentives from his prior employer. Mr. Kaye will be required to repay this cash bonus if he voluntarily resigns or is terminated for cause within three years of his start date. The information for 2023 in the "Pay versus Performance" section of the Proxy Statement that is based on the Summary Compensation Table was also understated. This proxy statement supplement, dated April 22, 2024 (the "Supplement") supplements and amends the Proxy Statement and is being filed to correct the errors described above by: reproducing the Summary Compensation Table, originally set forth beginning on page 57 of the Proxy Statement, with changes to (i) add a "Bonus" column to the table, (ii) update the 2023 information for Mr. Kaye in the columns designated "Bonus" and "Total," (iii) add an explanatory footnote 1 to the "Bonus" column of the table, and (iv) renumber the other footnotes to the table; and as a result of the changes to the Summary Compensation Table, reproducing the "Pay versus Performance" section of the Proxy Statement, originally set forth beginning on page 68 of the Proxy Statement, to reflect the higher amounts of "Average Summary Compensation Table Total for Non-PEO NEOs" and "Average Compensation Actually Paid to Non-PEO NEOs" for 2023 based on the updates to the Summary Compensation Table included in this Supplement. This corrected information is provided below and replaces the information originally included in the Proxy Statement in its entirety. Except as specifically discussed in this Explanatory Note, this Supplement does not otherwise modify or update any other disclosures presented in the Proxy Statement. This Supplement should be read together with the Proxy Statement. From and after the date of this Supplement, any references to the "Proxy Statement" shall be deemed to include the Proxy Statement as amended by this Supplement. Defined terms used but not defined in this Supplement have the meanings set forth in the Proxy Statement. If you have already submitted your vote, you do not need to take further action. Information on how to vote your shares and how to change your vote or revoke your proxy is contained in the Proxy Statement beginning on page 78 under the caption "Information on Voting and the Annual Meeting—Voting and Meeting Information." We urge you to vote your shares prior to the Annual Meeting by using one of the methods described in the Proxy Statement. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 15, 2024. This Supplement is being filed with the SEC on April 22, 2024. This Supplement, as well as the Notice of Annual Meeting of Shareholders, the Proxy Statement and our 2023 Annual Report on Form 10-K are available on our website https://ir.elevancehealth.com/investors and at www.envisionreports.com/elv . Table of Contents Summary Compensation Table The following table sets forth the compensation paid to or earned by each of our NEOs for the years ended December 31, 2023 and, where applicable,

View Full Filing

View this DEFA14A filing on SEC EDGAR