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to Form 10-Q
Exhibit 3.1.1
CERTIFICATE
OF AMENDMENT
TO
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
WELLCARE
HEALTH PLANS, INC.
WellCare
Health Plans, Inc., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), hereby
certifies as follows:
FIRST:
The Board of Directors of the Corporation, at a duly constituted meeting held in
accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and the Amended and
Restated Bylaws of the Corporation, duly adopted resolutions proposing and
declaring advisable the following amendments to the Amended and Restated
Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”)
as set forth below.
SECOND:
Paragraph (D) of Article V of the Certificate of Incorporation hereby is amended
and restated to read in its entirety as follows:
(D) Removal of
Directors. Subject to the rights of the holders of any series
of Preferred Stock then outstanding, any director may be removed from office at
any time with or without cause at a meeting called for that purpose, but only by
the affirmative vote of the holders of at least 66-2/3% of the voting power of
all shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class; provided, however, that no
existing Class III director serving the remaining portion of a multi-year term
may be removed during any part of his or her remaining multi-year term except
for cause.
THIRD: Paragraph
(H) of Article V of the Certificate of Incorporation hereby is amended and
restated to read in its entirety as follows:
(H) Election of Directors;
Declassification of Board. At each annual meeting of
stockholders, directors of the Corporation shall be elected to hold office until
the expiration of the term for which they are elected, and until their
successors have been duly elected and qualified; except that if any such
election shall be not so held, such election shall take place at a stockholders’
meeting called and held in accordance with the DGCL. Until the 2010
annual meeting of stockholders, the directors of the Corporation shall be
divided into three classes as nearly equal in size as is
practicable. At the 2009 annual meeting of stockholders, both the
Class I and Class II directors shall be elected for one-year terms expiring at
the 2010 annual meeting of stockholders; and at the 2010 annual meeting of
stockholders, the terms of the then-serving Class I, Class II and Class III
directors shall expire, and at such annual meeting and at each annual meeting of
stockholders thereafter, all directors shall be elected for one-year terms
expiring at the next annual meeting and shall serve until his or her successor
shall be elected and qualified. From and after the 2010 annual
meeting of stockholders, the directors shall no longer be divided into
classes. Each Class I and Class II director elected at the 2009
annual meeting of stockholders shall serve for a one-year term as provided
herein notwithstanding that the amendments to effect the declassification of the
Board of Directors as provided herein may be filed with the Secretary of State
of the State of Delaware after the 2009 annual meeting of stockholders at which
such Class I or Class II director was elected and such amendments were approved
and adopted by the stockholders.
FOURTH:
The amendments to the Certificate of Incorporation as set forth above were duly
adopted and approved by the holders of at least 66 2/3% of the voting power of
all shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, at a meeting of the stockholders
of the Corporation held in accordance with Section 211 of the DGCL.
FIFTH:
The amendments to the Certificate of Incorporation set forth above were duly
adopted in accordance with the requirements of Section 242 of the
DGCL.
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of page intentionally blank]
IN
WITNESS WHEREOF, WellCare Health Plans, Inc. has caused this Certificate of
Amendment to Amended and Restated Certificate of Incorporation to be signed by
its duly authorized officer as of July 30, 2009.
WELLCARE
HEALH PLANS, INC.
By: /s/ Timothy S.
Susanin
Name: Timothy
S. Susanin
General Counsel and
Secretary