Elevance Health, Inc. (ELV)
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AGM 2025

May 14, 2025

Rami Peru
Chair of the Board, Elevance Health

Good morning, ladies and gentlemen. This is Rami Peru, Chair of the Board. Welcome to the Elevance Health 2025 Annual Meeting of Shareholders. I will preside as Chair of today's meeting, and the meeting is called to order, and the polls are now open. Shareholders of record and their proxy holders can vote and ask questions online during the formal meeting by clicking on the Q&A icon on the meeting website. After the formal meeting, Gail Boudreaux, President and CEO, will provide a business update, followed by a question-and-answer session. Joining online are our other directors, as well as several key Elevance Health executives and representatives from Ernst & Young, our independent auditors. I will now ask Kathy Kiefer, Corporate Secretary, to proceed with the meeting agenda.

Kathy Kiefer
Corporate Secretary, Elevance Health

Thank you, Rami. The agenda and rules of conduct and procedures for the meeting and question-and-answer session are posted on the meeting website. To conduct an orderly meeting, we ask that you abide by these rules. Pursuant to the rules, the only matters to be acted upon by the shareholders during this meeting are as set forth in the agenda. Alisa Zagare and Katherine Reyes from Computershare have been appointed to act as Inspector of Election for the matters to be voted on during today's meeting. I will file the Oath of the Inspector of Election with the meeting minutes. A complete list of our shareholders of record is available for review on the meeting website. Most shareholders have already voted by proxy, and the proxy votes have been tallied.

If you are a shareholder of record or a beneficial shareholder and have already voted, there is nothing further for you to do. If you are a beneficial shareholder who has requested a legal proxy and are attending this meeting, your previous votes have been revoked, and you need to revote. Shareholders can vote by clicking on the vote icon on the meeting website. A total of 226,386,925 shares of Elevance Health Common Stock was outstanding on March 17th and entitled to be voted at this annual meeting. Proxies representing approximately 89% of the shares of Common Stock outstanding and eligible to vote have been received, and thus a quorum is present. As described in the proxy, there are four items to be voted on during this meeting.

The first item is the election of directors Susan DeVore, Bahija Jallal, and Ryan Schneider, each to hold office until the 2028 Annual Meeting of Shareholders and to hold office until their successors are elected and qualified. The Board recommends a vote for each of the director nominees. The second item is an advisory vote on the compensation of our company's named executive officers, or the Say-on-Pay vote. The Board recommends approval of this proposal. The third item is to vote on ratification of the appointment of EY as the company's independent registered public accounting firm for 2025. The Board recommends approval of this proposal. The fourth item is to vote on a shareholder proposal requesting a report on the effectiveness of diversity, equity, and inclusion efforts. Alex Ferry with As You Sow will present the proposal. Ms. Ferry, you have three minutes to present the proposal.

Operator, please open the line.

Operator

Ms. Ferry, your line is now open.

Alexandra Ferry
Program & Special Projects Senior Associate, As You Sow

Hello. I'm Alexandra Ferry of As You Sow, and I formally move item number four, asking Elevance Health to report on the effectiveness of its diversity, equity, and inclusion efforts. Well-managed diversity, equity, and inclusion programs do not place people into roles they don't deserve. They ensure that bias and discrimination do not impede a company's ability to hire, advance, and retain the best possible employees. Researchers have identified benefits of diverse and inclusive teams to include access to top talent, a better understanding of consumer preferences, a stronger mix of leadership skills, and improved risk management. In contrast, companies where harassment and discrimination exist may experience reduced employee morale and productivity, increased absenteeism, and difficulties in retaining talent. Reporting is more important now than ever.

The U.S. Supreme Court's June 2023 decision striking down affirmative action in university admissions alongside the January 2025 executive orders placed significantly more scrutiny on workplace programs that are seen as possibly being advantageous to specific groups. The Civil Rights Act of 1964 also remains with its prohibition against discrimination based on protected characteristics such as race and sex. Investors are incentivized to understand their company's diversity and inclusion programs. A study by As You Sow and Whistle Stop Capital looked at employee demographic data from over 1,600 companies over a five-year period, and it found that within the healthcare sector, statistically significant positive correlations between increased manager diversity and key financial performance metrics. All of the company's direct industry group peers identified within Elevance's proxy statement, Cigna, CVS Health, Centene, Humana, and UnitedHealth Group all released more diversity data than Elevance.

We ask that Elevance join them in providing data that will reassure investors and employees that the company is managing its workforce well. I want to read that data point again to close my comments today. All of the company's direct industry group peers identified within Elevance's proxy statement release more diversity than Elevance. What is going on at Elevance's workplace? It's time for Elevance to share more data to help investors understand. Thank you.

Kathy Kiefer
Corporate Secretary, Elevance Health

Thank you, Ms. Ferry. The Board recommends against this proposal. That concludes the matters to be voted on during this meeting, and the polls will be closed shortly. I'll turn it back to you, Rami.

Rami Peru
Chair of the Board, Elevance Health

Thank you. The polls are now closed. According to the preliminary report provided by the Inspector of Election, the director nominees have been elected. The executive compensation has received advisory approval. EY has been ratified, and the shareholder proposal requesting a report on the effectiveness of diversity, equity, and inclusion efforts did not pass. We will provide the final voting results in a Form 8-K filed with the SEC. The formal meeting is adjourned, and the window to submit questions is now closed. Gail will now provide a brief update, followed by a question-and-answer session. Kathy, please review the rules for this session.

Kathy Kiefer
Corporate Secretary, Elevance Health

We make forward-looking statements during this session, and actual results may differ materially from these statements. You should refer to our periodic SEC filings for the risk factors related to our business that could cause actual results to differ materially from those forward-looking statements. As mentioned earlier, the rules of conduct and procedures will apply during this question-and-answer session. Now I'll turn it over to Gail.

Gail Boudreaux
President and CEO, Elevance Health

Good morning. Thank you for joining us today and for your continued trust and investment in Elevance Health. It's your partnership that empowers us to improve the health of humanity, a goal that guides everything we do. At Elevance Health, we are clear on what matters most: connecting people to care, support, and services they need to live healthier, fuller lives. We are reimagining healthcare to be more affordable, easier to navigate, and personalized for every individual. For the people we serve, we're simplifying the experience, designing plans that balance quality and value, and using data to improve outcomes and access. For care providers, we're reducing administrative burdens, enabling real-time collaboration, and equipping them with powerful tools to deliver more effective care. Even with the headwinds of 2024, we stayed focused and made tangible progress across every area of our business.

Let me share a few key highlights from the past year. We ended 2024 with around 46 million medical members. Our operating revenue reached $175.2 billion, up 3% over the previous year. We generated $7.9 billion in operating gain, and we returned $4.4 billion to shareholders through dividends and share repurchases. We also increased our cash dividend by 10%, reaching $6.52 per share. Our growth strategy gained momentum across our platforms. We expanded our health benefits reach into new markets. We enhanced capabilities within Carelon and scaled CarelonRx, our pharmacy platform. Strategic acquisitions in home health and infusion services strengthened our ability to meet people where they are. We also launched a national care delivery platform to expand access to advanced primary care, and our emphasis on value-based care remains strong.

66% of our healthcare spend is now in value-based arrangements, with more than half tied to shared financial accountability. This model delivered nearly $100 per member per month in medical and pharmacy savings, evidence of the impact of our integrated approach. Our performance is made possible by the commitment of our people. In 2024, our culture and leadership survey showed deep alignment with our values and goals. We were proud to be named one of Fortune's Best Workplaces in Health Care, ranking in the top three. We earned Great Place to Work certification for the fifth consecutive year, and Time Magazine included us on the list of the World's Best Companies. These recognitions reflect the strength of our culture and the dedication of our teams. As we look forward, we are focused on advancing innovation, deepening integration, and achieving lasting impact.

We are enhancing our digital platforms like Sydney Health to create more personalized, intuitive experiences. We're scaling Carelon to deliver more connected support for patients with the greatest care needs, and we're building stronger collaborations across the care continuum to improve quality, reduce costs, and ease complexity. Our Health OS platform is central to this work, putting real-time data and insights directly into the hands of care teams so they can act faster and more effectively. Before we conclude, I want to take a moment to recognize Liz Tallett for her extraordinary leadership as independent Chair since 2018. Liz helped steer us through a time of tremendous transformation and growth, and we are grateful for her steady guidance. We wish her all the best. We also welcome Rami Peru as our new independent Chair and look forward to working with him as we continue our forward momentum.

To everyone joining us today, thank you. Together, we are not just adapting to the future of healthcare. We are actively shaping it. We are making care more connected, more affordable, more personal. Thank you again for your continued support and for being part of Elevance Health's story.

Kathy Kiefer
Corporate Secretary, Elevance Health

Thank you, Gail. It's now time for the question-and-answer session. At this time, we have received one question from Ed Durkin of the Carpenters, and I'll ask Rami Peru to answer this question. The question is, the calculation of the CEO compensation actually paid total in the Pay Versus Performance table for the past several years can dramatically differ from the CEO total compensation amount in the Summary Compensation Table. How does the compensation committee use the compensation actually paid total compensation figures in its calculation of the CEO target total compensation award for the upcoming year? Rami?

Rami Peru
Chair of the Board, Elevance Health

Thank you, Kathy. This SEC-required compensation section provides a comparison between the compensation disclosed in the Summary Compensation Table and the Compensation Actually Paid, as defined by the SEC. This figure includes adjustments that primarily reflect changes in the value of equity awards over time due to fluctuations in market price and the impact of actual and expected performance outcomes. It is important to note that the Compensation Actually Paid does not represent the actual amounts received by executives. This is the third year we have included this disclosure in accordance with SEC requirements, and yet the Compensation and Talent Committee does take this information into consideration.

Kathy Kiefer
Corporate Secretary, Elevance Health

Thank you, Rami. There are no more questions at this time. Thank you for attending the Elevance Health annual shareholder meeting. Have a nice day.

Operator

That concludes the meeting. You may now disconnect.

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