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 23, 2013
Health Net, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-12718 | 95-4288333 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 21650 Oxnard Street, Woodland Hills, California |
91367 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (818) 676-6000
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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) Health Net, Inc. (the “Company”) held its Annual Meeting of Stockholders in Woodland Hills, California on May 23, 2013 (the “Annual Meeting”).
(b) At the Annual Meeting, the stockholders (1) elected all of the Company’s nominees for director, (2) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, and (3) approved, on an advisory basis, the compensation of the Company’s named executive officers, with the voting results set forth below.
Item 1: Election of the following ten director nominees to serve for a term of one year or until the Company’s 2014 Annual Meeting of Stockholders.
| Name |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Mary Anne Citrino |
66,093,973 | 1,875,964 | 817,303 | 4,711,708 | ||||||||||||
| Theodore F. Craver, Jr. |
65,808,010 | 2,160,786 | 818,444 | 4,711,708 | ||||||||||||
| Vicki B. Escarra |
63,637,571 | 4,331,826 | 817,843 | 4,711,708 | ||||||||||||
| Gale S. Fitzgerald |
65,685,915 | 2,287,841 | 813,484 | 4,711,708 | ||||||||||||
| Patrick Foley |
63,207,285 | 4,767,053 | 812,902 | 4,711,708 | ||||||||||||
| Jay M. Gellert |
65,997,992 | 1,977,619 | 811,629 | 4,711,708 | ||||||||||||
| Roger F. Greaves |
65,683,117 | 2,295,591 | 808,532 | 4,711,708 | ||||||||||||
| Douglas M. Mancino |
67,388,415 | 580,673 | 818,152 | 4,711,708 | ||||||||||||
| Bruce G. Willison |
63,213,156 | 4,760,362 | 813,722 | 4,711,708 | ||||||||||||
| Frederick C. Yeager |
65,842,748 | 2,130,892 | 813,600 | 4,711,708 | ||||||||||||
Item 2: Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 72,303,972 |
371,537 | 823,439 | — |
Item 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section and the related tabular and narrative disclosure set forth in the Company’s proxy statement for the Annual Meeting.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 67,084,696 |
746,521 | 956,023 | 4,711,708 |
(c) Not applicable.
(d) Not applicable.
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.
| Health Net, Inc. | ||||||
| May 29, 2013 | By: | /s/ Joseph C. Capezza | ||||
| Name: | Joseph C. Capezza | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||