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 25, 2011 (May 19, 2011)
COVENTRY HEALTH CARE, INC.
(Exact name of registrant as specified in its charter).
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Delaware
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1-16477
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52-2073000
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817
(Address of principal executive offices) (Zip Code)
(301) 581-0600
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
oWritten 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 5.07 Submission of Matters to a Vote of Security Holders.
(a), (b), (d) Coventry Health Care, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Meeting”) on May 19, 2011. An aggregate of 133,767,542 shares of Common Stock, or 90.23% of the Company’s outstanding shares, were represented at the Meeting either in person or by proxy. Five proposals were submitted for stockholder approval at the Meeting. Each of the proposals is described in detail in the Company’s proxy statement distributed in connection with the Meeting. The final results for the votes regarding each proposal are set forth below.
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(i)
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Each of the following nominees was duly elected to serve as a director of the Company:
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NOMINEES
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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Joel Ackerman
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122,020,319
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4,045,314
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266,222
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7,435,687
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Lawrence N. Kugelman
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123,458,252
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2,507,200
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366,403
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7,435,687
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Michael A. Stocker, M.D.
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124,351,097
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1,693,476
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287,282
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7,435,687
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(ii)
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A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2011 was duly adopted:
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FOR
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AGAINST
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ABSTAIN
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132,394,267
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1,261,290
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111,985
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(iii)
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A proposal, on a non-binding advisory basis, regarding the compensation of the Company’s named executive officers was approved:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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100,874,404
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25,088,693
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368,758
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7,435,687
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(iv)
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A proposal, on a non-binding advisory basis, regarding the frequency of holding future non-binding advisory votes on the compensation of the Company’s named executive officers every year, every two years or every three years received the following votes:
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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BROKER NON-VOTES
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124,236,320
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281,114
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1,722,442
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91,979
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7,435,687
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The Board of Directors has considered the vote of the Company’s shareholders as to the frequency of future advisory votes on executive compensation and intends to hold an annual advisory vote on executive compensation.
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(v)
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A stockholder proposal regarding political contributions failed to receive the affirmative vote of the majority of shares represented at the meeting and entitled to vote by the following tabulation:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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38,187,140
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48,037,807
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40,106,908
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7,435,687
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Signature(s)
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.
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COVENTRY HEALTH CARE, INC.
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By:
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/s/ John J. Ruhlmann
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John J. Ruhlmann
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Senior Vice President and Corporate Controller
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Dated:
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May 25, 2011
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