Elevance Health, Inc. (ELV)
NYSE: ELV · Real-Time Price · USD
356.13
+11.37 (3.30%)
At close: Apr 27, 2026, 4:00 PM EDT
354.50
-1.63 (-0.46%)
After-hours: Apr 27, 2026, 5:09 PM EDT
← View all transcripts

AGM 2023

May 10, 2023

Kathy Kiefer
VP, Legal and Corporate Secretary, Elevance Health

Hello, welcome to the Elevance Health Annual Meeting of Shareholders. Please note that today's meeting is being recorded. During the meeting, there will be a question and answer session. You can submit questions or comments at any time by clicking on the Q&A icon on the meeting website. It is now my pleasure to turn today's meeting over to Liz Tallett, Chair of the Board.

Liz Tallett
Independent Chair of the Board, Elevance Health

Good morning, ladies and gentlemen. Welcome to the Elevance Health 2023 Annual Meeting of Shareholders. 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 meeting. After the formal meeting, Gail Boudreaux, President and CEO, will provide a business update followed by a question and answer session. I will preside as Chair of today's meeting. Joining online are our other directors as well as several key Elevance Health executives. I will now ask Kathy Kiefer, Corporate Secretary, to proceed with the meeting agenda.

Kathy Kiefer
VP, Legal and Corporate Secretary, Elevance Health

Thank you, Liz. 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. As set forth in the rules of the meeting and in our corporate governance documents, the only matters to be acted upon by the shareholders during this meeting are as set forth in the agenda and proxy statement. Elisa Zagari 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 oaths of office of the Inspector of Election with the minutes of this meeting. 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're a beneficial shareholder who has requested legal proxy and attending this meeting, your previous vote has been revoked and you need to revote. Shareholders can vote by clicking on the Vote icon on the meeting website. A total of 237,267,021 shares of Elevance Health common stocks was outstanding on March 17th and entitled to be voted at this annual meeting. Proxies representing approximately 90% of the shares of common stock outstanding and eligible to vote have been received, thus a quorum is present. As described in the proxy, there are 6 items to be voted on during this meeting.

The first item is the election of directors Gail Boudreaux, Terry Clark, Robert Dixon, and Deanna Strable, each to hold office until the 2026 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 an advisory vote on the frequency of the say on pay vote. The board recommends that the say on pay vote occur annually. The fourth item is to vote on ratification of the appointment of Ernst & Young as our company's independent registered public accounting firm for 2023. The board recommends approval of this proposal.

The fifth item is to vote on a shareholder proposal to allow shareholders owning 10% or more of our common stock to call a special meeting of shareholders. This proposal was submitted by John Chevedden. Mr. Chevedden, you have three minutes to present the proposal. Operator, please open the line.

John Chevedden
Independent Shareholder Advocate, Independent

Hello, this is John Chevedden. Proposal five, improved shareholder right to call a special shareholder meeting. Shareholders ask our board to take the steps necessary to amend the governing documents to give the owners of combined 10% of our outstanding common stock the power to call a special shareholder meeting. Special meetings allow shareholders to vote on important matters such as electing new directors that can arise between annual meetings. It is especially important to enable 10% of shares, in preference to 20% of shares, to call a special shareholder meeting to make up for our classified board regime. The 2019 Elevance Health proxy described a purportedly unchangeable classified board regime with its entrenching three-year terms for directors. Contractual obligations with the Blue Cross Blue Shield Association supposedly make the Elevance Health three-year director terms almost bulletproof, according to our Elevance Health directors.

Our directors have shown no interest to make arrangements with the Blue Cross Blue Shield Association to allow annual election of each director. It is especially important for shareholders to be able to call a special shareholder meeting to replace poor-performing directors rather than to be required to wait for 3 years to replace poorly performing directors at an annual meeting. We have no right to act by written consent, which would be another means to replace poorly performing directors in a timely manner. This proposal topic with the 10% stock ownership threshold won impressive 49% support at our 2020 annual meeting. This 49% vote was all the more impressive because it absolutely represented a majority vote from the shares that had access to independent proxy voting advice and who made the most informed voting decisions.

The lack of a shareholder right to elect each director annually and the complete lack of a shareholder right to have by written consent are each such serious loss for shareholders at Elevance Health that it motivates shareholders to insist on the most shareholder-friendly standard of a right to call a special shareholder meeting. The board of directors completely fails to address this important point in the response to this proposal. Please vote yes. Improve shareholder right to call a special shareholder meeting, proposal 5.

Kathy Kiefer
VP, Legal and Corporate Secretary, Elevance Health

Thank you, Mr. Chevedden . The board recommends against this proposal for the reasons set forth in our proxy statement. Final item is to vote on a shareholder proposal requesting annual reporting from third parties seeking financial support from the company. The proposal was submitted by the Nathan Cummings Foundation, and Laura Campos will act as the proponent's representative today. Ms. Campos, you have three minutes to present the proposal. Operator, please open the line.

Gail Boudreaux
President and CEO, Elevance Health

Ms. Campos, your line is now open.

Laura Campos
Director of Corporate Strategy and Proponent Representative, Nathan Cummings Foundation

Good morning, Ms. Chair, members of the board, and fellow shareholders. I'm Laura Campos, and I'm here on behalf of the Nathan Cummings Foundation to move proposal six, which requests enhanced due diligence and disclosure for political spending done through third parties. Public companies are often legally prohibited from donating to political campaigns or face strict limits on donating directly to candidates. Our company is one of many that choose to contribute indirectly through third-party groups that engage in political spending and related activities at both the state and national level. Unfortunately, companies are often unaware of issues and controversies they may be associated with as a result of their indirect political spending. Public records show that Elevance contributed at least $12.7 million in corporate funds to third-party groups since the 2010 election cycle.

Beneficiaries of this spending have been tied to attacks on voting rights, efforts to impose extreme restrictions on reproductive freedom, and even the attempted insurrection at the U.S. Capitol. Our company must act on its fiduciary responsibility to monitor its political spending and the accompanying risks more closely. Too often, corporate leaders fail to fully assess and scrutinize the ultimate beneficiaries of their political spending. This oversight is a lapse in corporate officers' duty of care. Corporate political engagement is now closely scrutinized by the media and has drawn the attention of employees, investors, regulators, and consumers. As a result, the financial risk companies face when their political spending directly or indirectly associates their brands with highly controversial political issues continues to grow. Implementing this proposal would align Elevance's practices with the CPA-Wharton Zicklin Model Code of Conduct for Corporate Political Spending.

The code provides a framework for corporate leaders to honor their duty of care and manage the risks associated with political spending. Like this proposal, the code requires a company to obligate all trade associations and other third-party groups receiving corporate treasury funds that can be used for election-related spending to report to the company how its contributions are spent and who the ultimate beneficiaries are. The code also requires companies to disclose this information and ultimately empower companies to better assess and manage the risks associated with their political spending. Fellow shareholders, at a time when the trend among large companies is to be more open about their political spending and their policies regarding politically active third parties, Elevance must act on its responsibility to monitor political spending and the accompanying risks more closely. If you agree, please vote in favor of proposal 6. Thank you.

Kathy Kiefer
VP, Legal and Corporate Secretary, Elevance Health

Thank you, Ms. Campos. The board recommends against this proposal for the reasons set forth in our proxy statement. 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, Liz.

Liz Tallett
Independent 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 is approved, the one-year frequency for the say on pay vote is approved, EY has been ratified. The shareholder proposal to allow shareholders owning 10% or more of our common stock to call a special meeting of shareholders has not received majority support, the shareholder proposal requesting annual reporting from third parties seeking financial support from the company has not received majority support. We will provide the final voting results in a Form 8-K filed with the SEC. The formal meeting is now adjourned. Gail will now provide a brief business update followed by a question and answer session that will last no longer than 30 minutes. Kathy, please review the rules for this session.

Kathy Kiefer
VP, Legal and Corporate Secretary, Elevance Health

We may make forward-looking statements during this session, and actual results may differ materially from these statements. You should refer to our periodic S.E.C. 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 Q&A session. Now I'll turn it over to Gail.

Gail Boudreaux
President and CEO, Elevance Health

Good morning. On behalf of our board of directors and our associates around the world, welcome to our annual shareholders meeting. 2022 was another strong year for our company as we leveraged the diversity and strength of our businesses to deliver solid financial performance, further our strategy, and drive growth for our shareholders. Optimizing our core business, investing in high-growth opportunities, and accelerating our capabilities and services, we saw growth across all of our businesses as we stayed focused on serving the needs of consumers, care providers, communities, and partners. Committed to elevating whole health and advancing health beyond healthcare, we changed our name to Elevance Health, which captures our dedication to addressing the physical, behavioral, and social needs of consumers at all stages of life.

We began streamlining our brand portfolio and bringing our brands to life in a way that resonates with our stakeholders, supports our business goals, and provides clarity in the market. Our 2022 associate engagement survey found that 96% of our associates understand and are inspired by the company's purpose of improving the health of humanity. We embrace our responsibility to connect individuals to the care, support, and resources they need, and we prioritize health equity so that everyone has a chance to live their healthiest life. In 2022, our Medicaid plans were among the first in the industry to receive full 3-year health equity accreditation from the National Committee for Quality Assurance. We made progress towards being more sustainable, signing the World Economic Forum's Zero Health Gaps pledge and the Health and Human Services Health Sector Climate Pledge.

With the creation of the national 988 Suicide & Crisis Lifeline, we were selected to support the national launch and to provide backup text and chat center support for the program in English and Spanish. Using coordinated system technology, trained intake specialists, and licensed clinicians, we work with people contacting the 988 line first to manage the crisis and then to quickly connect them to the services they need. We recently published our first ever Advancing Health Together progress report, which summarizes how we are promoting whole health by contracting for outcomes, collaborating for success, and connecting for health. The report outlines our approach to meaningful, measurable progress by partnering closely with care providers to make whole health a reality one person at a time.

Our passion for our purpose earned the company recognition as a Great Place To Work for the third consecutive year and a place in the JUST 100 for a fourth consecutive year. We were also included in the 2022 Fortune 100 Best Companies to Work For and PEOPLE magazine's Companies That Care list. Turning to our 2022 business performance and strategy for the future. We ended the year serving 47 and a half million consumers, an increase of 2.2 million individuals served, or 5% year-over-year, with 85% of the increase coming from organic growth across our commercial and government businesses.

Total operating revenue for the year was nearly $156 billion, an increase of approximately 14% over the prior year, and total operating gain for the year was greater than $8 billion. We remained committed to strategic M&A in 2022, acquiring BioPlus, the largest independent specialty pharmacy provider, offering a complete range of specialty pharmacy services for patients living with complex and chronic conditions. With the close of this acquisition earlier this year, BioPlus enhances our ability to deliver on our whole health promise and enables us to leverage our resources and scale to deliver greater affordability and access to critical medications. In January of this year, we announced our acquisition of Blue Cross and Blue Shield of Louisiana.

Our organizations are well-aligned in our mission and purpose, and we've worked together in partnership through our Healthy Blue Alliance, serving Medicaid and dual special needs plans in Louisiana for a number of years. Upon closing, Blue Cross and Blue Shield of Louisiana will be our fifteenth blue state, providing us with deep local roots in a new market, while we bring national scale and access to our portfolio of innovative solutions and capabilities to support the community. Going forward, our strategy of being a lifetime trusted health partner is built on our strong foundation, a balanced and resilient health benefits business positioned to serve consumers regardless of their unique needs and at every stage of life. We will leverage our substantial scale in our commercial and Medicaid health plans to optimize these businesses from a position of strength.

As commercial customers continue to prioritize affordability, experience, and simplicity, we will win by leveraging our competitive advantages. This includes our differentiated cost of care position and leading care provider networks, digital advocacy and clinical offerings, and our diverse suite of capabilities. We will also continue to invest in Medicare Advantage, where there is significant room to grow over the long term. In our services business, Carelon, we remain uniquely well-positioned to accelerate our growth, given the nearly 21 million risk-based consumers and roughly 27 million fee-based members we serve through our own health plans, in addition to external opportunities working with other Blue Cross and Blue Shield plans. Driving all of this are Elevance Health's over 100,000 associates dedicated to addressing consumers' whole health needs.

Guided by our culture and powered by collaboration across our enterprise, we will continue to execute on our strategy to become a lifetime trusted health partner and deliver on our commitments to our stakeholders. On behalf of our board of directors and leadership team, thank you for being here. We appreciate your continued interest and support of Elevance Health as we advance our bold purpose of improving the health of humanity. Now we'll open it up for questions. Kathy, are there any questions?

Kathy Kiefer
VP, Legal and Corporate Secretary, Elevance Health

Yes, Gail. We have received questions from two shareholders. The first question from a shareholder ask about buybacks in 2023 compared to 2022. I'll ask Gail to talk about our buybacks in general and the completed years 22 compared to 21.

Gail Boudreaux
President and CEO, Elevance Health

Well, thank you, Kathy. I think it's important to put the context of capital deployment into our strategy that we have followed over a number of years. We use our free cash flow really in 3 important areas. Around 50% is allocated to strategic M&A and reinvestment in our business processes. 30% is allocated on an average basis to share repurchase and 20% to dividends. Specific to the question, during the year ended December 31st, 2022, we purchased approximately 4.8 million shares at an aggregate cost of $2.3 billion under the program. During the previous year, ended December 31st, 2021, we purchased approximately 5.1 million shares at an aggregate cost of $1.9 million under the program. Thank you for submitting the question.

Kathy Kiefer
VP, Legal and Corporate Secretary, Elevance Health

Thank you, Gail. The second shareholder that submitted a question is Ed Durkin of the Carpenters Union. His question states, "The Carpenter Pension Funds believe that the audit firm independence is critical to protecting the integrity of corporate financial reporting. Given that audit firm and corporate client relationships are generally long-tenured, federal regulations require that the lead engagement partner be rotated out of that position every five years. Could the chair of the Audit Committee or a representative of Ernst & Young, which has been the company's audit firm since 1944, describe the lead audit partner rotation process and indicate who makes the decision in the new lead partner? Thank you." I will ask Lewis Hay, Chair of the Audit Committee, to respond to this question.

Lewis Hay
Chair of the Audit Committee and Independent Board Director, Elevance Health

Okay. Thank you, Kathy. The Audit Committee has a number of controls and processes in place that help ensure EY's continued independence. This includes the mandatory rotation of the lead partner every five years. In terms of selecting the lead partner, the Audit Committee, which is comprised entirely of independent directors, interviews a number of candidates proposed by EY, and we select who the lead partner will be.

Kathy Kiefer
VP, Legal and Corporate Secretary, Elevance Health

Thank you, Lou. That concludes the questions that have been submitted by shareholders. Thank you for attending the Elevance Health Annual Shareholder Meeting. Have a nice day.

Laura Campos
Director of Corporate Strategy and Proponent Representative, Nathan Cummings Foundation

That concludes the meeting. You may now disconnect.

Powered by