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): May 12, 2011
AMERIGROUP Corporation
 
(Exact name of registrant as specified in its charter)
         
Delaware   001-31574   54-1739323
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
     
4425 Corporation Lane, Virginia Beach, Virginia   23462
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (757) 490-6900
Not Applicable
 
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:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics
On May 12, 2011, the Board of Directors of AMERIGROUP Corporation (the “Company”) approved amendments to the Company’s Code of Business Conduct and Ethics (the “Code”), which applies to all of its Directors, officers and employees, to be effective June 15, 2011. These amendments, which are technical and administrative in nature, incorporate the provisions of the Company’s compliance guidebook into the Code. The foregoing description does not purport to be a complete description of the above-described amendments and the above description is qualified in its entirety by reference to the complete Code, as amended, which will be available on the Company’s website at www.amerigroupcorp.com on or about June 15, 2011.
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 12, 2011. At the Annual Meeting, the stockholders:
    Elected James G. Carlson, Jeffrey B. Child, Richard D. Shirk and John W. Snow as Directors to serve for a three-year term ending in 2014;
 
    Elected Admiral Joseph W. Prueher, USN (Ret.) as a Director to serve for a two-year term ending in 2013;
 
    Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011;
 
    On an advisory basis, approved the compensation of the Company’s named executive officers;
 
    On an advisory basis, approved the frequency of an advisory stockholder vote on the compensation of the Company’s named executive officers annually; and
 
    Approved the Company’s Employee Stock Purchase Plan.
The final results of voting on each of the matters submitted to a vote of the stockholders during the Annual Meeting are set forth below:
1)   Election of Directors
                         
    Total Votes For   Total Votes Withheld   Total Broker
    Each Director   From Each Director   Non-Votes
James G. Carlson
    40,997,873       2,198,390       2,285,403  
Jeffrey B. Child
    43,036,812       159,451       2,285,403  
Richard D. Shirk
    42,280,664       915,599       2,285,403  
John W. Snow
    42,951,079       245,184       2,285,403  
Admiral Joseph W. Prueher (Ret.)
    40,497,679       2,698,584       2,285,403  
 
    For   Against   Abstentions
2) Ratification of KPMG LLP as independent registered public
    43,541,599       1,933,150       6,917  
accounting firm
                       

 


 

                                 
                            Total Broker
    For   Against   Abstentions   Non-Votes
3) Approval of Compensation of Named Executive Officers
    39,576,093       3,609,513       10,657       2,285,403  
                                 
    One Year   Two Years   Three Years   Abstentions
4) Approval of Frequency of Voting on Compensation of Named
    38,633,263       588,655       3,968,056       6,289  
Executive Officers
                               
                                 
                            Total Broker
    For   Against   Abstentions   Non-Votes
5) Approval of the Company’s Employee Stock Purchase Plan
    42,719,849       470,465       5,949       2,285,403  
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.
         
  AMERIGROUP Corporation
 
 
May 17, 2011  By:   /s/ Nicholas J. Pace    
    Name:   Nicholas J. Pace   
    Title:   Executive Vice President, General
Counsel and Secretary