UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2006 (March 1, 2006)
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)) |
On March 3, 2006, WellPoint, Inc. (the “Company”) filed a Form 8-K (the “Form 8-K”) to report compensation to executive officers. This Form 8-K/A is being filed to correct the number of 2006 Restricted Stock Awards granted to the named executive officers as listed in the Form 8-K. Other than this change, no other portions of the Form 8-K as originally filed are being amended hereby.
Section 1—Registrant’s Business and Operations.
Item 1.01—Entry into a Material Definitive Agreement.
On March 1, 2006 the Compensation Committee of the Board of Directors of WellPoint, Inc. established the following item with respect to the compensation of each of the executive officers of WellPoint identified in the table below:
| Executive Officer |
2006 Restricted Stock Award (#)1 | |
| Larry C. Glasscock |
44,028 | |
| David C. Colby |
13,959 | |
| Keith R. Faller |
16,157 | |
| Joan E. Herman |
10,810 | |
| John S. Watts, Jr. |
11,016 |
| 1 | The 2006 Restricted Stock Awards were made on March 1, 2006 at fair market value based on the closing market value of WellPoint’s Common Stock on the New York Stock Exchange on March 1, 2006 (which was $76.59). The restricted stock will vest in three equal annual installments over three years beginning March 1, 2007. |
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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: March 29, 2006
| WELLPOINT, INC. | ||
| By: | /s/ David C. Colby | |
| Name: | David C. Colby | |
| Title: | Executive Vice President and Chief Financial Officer | |
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