UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) |
Registrants 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 Registrants 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 Companys 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 Companys 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 Companys 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 Companys independent registered public accounting firm for the fiscal year ending December 31, 2011; | ||
| On an advisory basis, approved the compensation of the Companys named executive officers; | ||
| On an advisory basis, approved the frequency of an advisory stockholder vote on the compensation of the Companys named executive officers annually; and | ||
| Approved the Companys 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 Companys 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 |
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May 17, 2011 | By: | /s/ Nicholas J. Pace | ||
Name: | Nicholas J. Pace | |||
Title: | Executive Vice President, General Counsel and Secretary |
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