form8-k.htm
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):  June 10, 2010

WELLCARE HEALTH PLANS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
  
001-32209
  
47-0937650
(State or other jurisdiction
  
(Commission File Number)
  
(IRS Employer
of incorporation)
      
Identification No.)
 
8735 Henderson Road, Renaissance One
  
   
Tampa, Florida
  
33634
 
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code: (813) 290-6200

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):

¨
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.

WellCare Health Plans, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 10, 2010 (the “Annual Meeting”) at the Company’s corporate headquarters in Tampa, Florida.  37,078,197 shares of the Company’s common stock, or 87.46% of the shares of the Company’s common stock issued and outstanding on the record date, were present in person or represented by proxy at the Annual Meeting.  Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results of such voting:

Proposal One: Election of directors

As described in the Company’s proxy statement, the Company’s Board of Directors nominated ten individuals to serve as directors for a one-year term to expire at the Company’s 2011 Annual Meeting of Stockholders or until their successors are duly elected and qualified.  All such nominees were elected by plurality vote, as follows:

Director
Votes For
Votes Withheld
Broker Non-Votes
Charles G. Berg
24,245,696
7,469,750
5,362,751
Carol J. Burt
31,482,005
233,441
5,362,751
Alec Cunningham
31,497,499
217,947
5,362,751
David J. Gallitano
12,185,579
19,529,867
5,362,751
D. Robert Graham
26,605,550
5,109,896
5,362,751
Kevin F. Hickey
28,272,263
3,443,183
5,362,751
Christian P. Michalik
27,020,283
4,695,163
5,362,751
Glenn D. Steele Jr., M.D.
31,498,720
216,726
5,362,751
William L. Trubeck
31,497,780
217,666
5,362,751
Paul E. Weaver
25,770,820
5,944,626
5,362,751

Proposal Two:  Ratification of appointment of independent registered public accounting firm

The Company’s stockholders ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 by the following vote:

Votes For
Votes Against
Abstentions
36,851,276
210,504
16,417

Proposal Three:  Stockholder proposal regarding a political contributions and expenditures report

The stockholder proposal regarding a political contributions and expenditures report was defeated by the following vote:

Votes For
Votes Against
Abstentions
Broker Non-Votes
5,928,953
19,555,877
6,230,616
5,362,751
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

Date:  June 10, 2010
WELLCARE HEALTH PLANS, INC.
 
/s/ Timothy S. Susanin                        
 
Timothy S. Susanin
 
Senior Vice President, General Counsel and Secretary