UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2005
WELLPOINT, INC.
(Exact name of registrant as specified in its charter)
| Indiana |
001-16751 | 35-2145715 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
120 Monument Circle
Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (317) 488-6000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1—Registrant’s Business and Operations.
Item 1.01—Entry into a Material Definitive Agreement.
(a) On February 2, 2005 the Compensation Committee of the Board of Directors of WellPoint, Inc. authorized the payment of the annual incentive award to each of the named executive officers of WellPoint, Inc. The annual incentive awards were made pursuant to the Anthem Annual Incentive Plan which was approved by the shareholders in May 2003. The annual incentive awards were determined by the Compensation Committee based on the performance of WellPoint, Inc. and its subsidiaries and the executive officers during 2004 as measured against performance measures approved by the Compensation Committee in the first quarter of that year.
The following table sets forth cash payments to be made to the named executive officers in respect of their annual incentive awards for 2004:
| Named Executive Officer |
Award | ||
| Larry C. Glasscock |
$ | 2,057,878 | |
| Keith R. Faller |
$ | 776,413 | |
| Thomas G. Snead Jr. |
$ | 754,523 | |
| David R. Frick |
$ | 678,602 | |
| Michael L. Smith |
$ | 678,602 | |
(b) On February 2, 2005 the Board of Directors of WellPoint, Inc. adopted a new program for compensating directors who are not employees of WellPoint, Inc. A copy of the new Board of Directors Compensation Program is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Section 9—Financial Statements and Exhibits.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
Exhibit | |
| 99.1 | WellPoint, Inc. Board of Directors Compensation Program |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 8, 2005
| WELLPOINT, INC. | ||
| By: | /S/ DAVID R. FRICK | |
| Name: David R. Frick Title: Executive Vice President and | ||
EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 99.1 | WellPoint, Inc. Board of Directors Compensation Program |