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)

February 1, 2012 (January 26, 2012)

COVENTRY HEALTH CARE, INC.

(Exact name of registrant as specified in its charter).

6720-B Rockledge Drive, Suite 700, 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):

SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

On January 26, 2012, the Compensation Committee (the “Compensation Committee”) of Coventry Health Care, Inc. (the “Company”) approved the Company’s 2012 Executive Management Incentive Plan (the “2012 EMIP”). The 2012 EMIP is administered by the Compensation Committee of the Company and is subject to the Company’s Amended and Restated 2004 Incentive Plan. Subject to the terms of the 2012 EMIP, the Compensation Committee has full power and authority to determine the eligible participants under the 2012 EMIP, the applicable performance thresholds and the performance measurements that apply to each award. The Compensation Committee of the Company determined that all named executive officers of the Company are eligible to participate in the 2012 EMIP. The 2012 EMIP provides that performance measurements for executive officers may be based on the achievement of one or more of the following six financial objectives: earnings per share (“EPS”), revenue, operating earnings, membership growth, selling, general and administrative expense (“SG&A”) and earnings growth. The Compensation Committee has determined that the performance measurements for 2012 will be based on EPS, revenue and SG&A. The 2012 EMIP provides the Compensation Committee with full authority to amend, suspend or waive such rules and regulations it deems appropriate in administering the 2012 EMIP.

In connection with the adoption of the 2012 EMIP, the Compensation Committee established the following target awards with respect to the Company’s principal executive officer, principal financial officer and each other named executive officer* of the Company (all percentages refer to a percentage of such officer’s annual base salary for fiscal year 2012):

Any amounts paid out under the 2012 EMIP are subject to recoupment from participants in accordance with the Company’s Executive Incentive Compensation Recoupment Policy.

The foregoing summary of the 2012 EMIP is qualified in its entirety by reference to the 2012 EMIP, which is attached to this Current Report on Form 8-K as Exhibit 10.1.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

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.

EXHIBIT INDEX