Wellpoint — Proxy Access
RESOLVED: The shareholders of Wellpoint ask the board of directors to amend the bylaws to adopt a “proxy access” procedure whereby Wellpoint shall include in any proxy materials prepared for a shareholder meeting at which directors are to be elected, the name, the Disclosure and the Statement (defined herein) of any person nominated for election to the board of directors by a shareholder or group thereof (“Nominator”) that meets the criteria appearing below, and Wellpoint shall allow shareholders to vote on such nominee on Wellpoint’s proxy card. The number of shareholder-nominated candidates in proxy materials shall not exceed one-quarter of the number of directors then serving. This bylaw should provide that a Nominator must:
(a) have beneficially owned 3% or more of Wellpoint’s outstanding common stock continuously for at least three years before submitting the nomination;
(b) give Wellpoint written notice within the time period identified in Wellpoint’s bylaws of information required by the bylaws and rules of the Securities and Exchange Commission about (i) the nominee, including his or her consent to being named in the proxy materials and to serving, if elected; and (ii) the Nominator, including proof of ownership of the required shares (the “Disclosure”); and
(c) certify that (i) it will assume liability stemming from any legal violation arising out of its communications with (company) shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws if it uses soliciting material other than Wellpoint’s proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of business and not to change or influence control at Wellpoin
The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaws and any applicable federal regulations, and the priority to be given to multiple nominations exceeding the one – quarter limit.
The company’s present nomination process lags behind best practices for direct proxy access for shareholders and groups of shareholders.
There is presently little accountability to shareholders or our largest institutional investors, and the current process enables insulation from and lack of accountability to customers, clients, and other stakeholders. The healthcare industry continues to see tremendous demographic shifts and increased needs for services1, yet in the opinion of the proponent, our Board members are overextended since they sit collectively on more than 60 different boards and committees.
Updating the director nomination process to include listing of shareholder nominees in the proxy will be a step toward responsibly aligning Board representation with the plurality and diversity of ownership as well as with stakeholders and the society in which it operates.