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 18, 2017

ANTHEM, INC.

(Exact name of registrant as specified in its charter)

120 Monument Circle

Indianapolis, IN 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (317) 488-6000

N/A

(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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Section 5 – Corporate Governance and Management

On May 18, 2017, the shareholders of Anthem, Inc. (the “Company”) approved the 2017 Anthem Incentive Compensation Plan (the “Plan”). The Plan is described in Proposal 6 in the Company’s definitive proxy statement for the 2017 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 31, 2017 (the “2017 Proxy Statement”), which description is incorporated herein by reference. The descriptions of the Plan contained herein and incorporated by reference from the 2017 Proxy Statement are qualified by reference to the full text of the Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

On May 18, 2017, the shareholders of the Company approved a proposal to amend the Company’s Articles of Incorporation (the “Articles”) to provide the Company’s shareholders with the ability to amend the Company’s By-Laws, except for those provisions required by the Company’s license agreement with the Blue Cross and Blue Shield Association as described in Proposal 5 in the 2017 Proxy Statement. The amendments to the Articles of Incorporation were effective on May 18, 2017 by filing with the Indiana Secretary of State. A restatement of the Articles of Incorporation, which includes the amendments referred to above, is filed herewith as Exhibit 3.1 and incorporated herein by reference.

On May 18, 2017, the Board of Directors of the Company amended the Company’s By-Laws (as so amended, the “Bylaws”) to provide shareholders with the ability to amend the Bylaws as set forth in the Articles. The Bylaws were also amended to remove all references to the Executive Committee, which committee has been disbanded. The foregoing description is qualified by reference to the full text of the Bylaws, a copy of which is filed herewith as Exhibit 3.2 and incorporated herein by reference.

The Company held its Annual Meeting of Shareholders on May 18, 2017. The shareholders of the Company voted as follows on the matters set forth below.

Based on these results, and consistent with the Board’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every year, until the next advisory vote on frequency.

Section 9 – Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

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.

Dated: May 18, 2017

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