Current Report Filing (8-k)
March 17 2015 - 6:04AM
Edgar (US Regulatory)
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
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Date of Report (Date of Earliest Event Reported):
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March 12, 2015
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Health Net, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-12718
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95-4288333
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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21650 Oxnard Street, Woodland Hills, California
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91367
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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(818) 676-6000
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Not Applicable
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of George Miller as Director
On March 12, 2015, the Board of Directors (the Board) of Health Net, Inc. (the Company)
approved the expansion of the size of the Board to 11, effective as of March 12, 2015, and
designated and appointed Mr. George Miller to serve as a member of the Board, also effective as of
March 12, 2015, until his successor is duly elected and qualified. The Board will consider Mr.
Millers future committee service in May 2015 as part of its annual committee service review and
appointment process. Mr. Miller will stand for election to the Board at the Companys 2015 Annual
Meeting of Stockholders (the Annual Meeting).
Mr. Miller will be entitled to participate in the compensation and benefits package offered to
non-employee directors of the Board in respect of their service on the Board, as described under
the headings Executive CompensationCompensation Discussion and Analysis and Director
Compensation in the Companys Definitive Proxy Statement on Schedule 14A relating to its 2014
Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 30, 2014
and incorporated herein by reference. Accordingly, on March 12, 2015, Mr. Miller received an
initial grant of 2,262 restricted stock units under the Companys 2006 Long-Term Incentive Plan, as
amended.
From 1975 to January 2015, Mr. Miller served northern California in the U.S. House of
Representatives (House). Throughout his service as a Congressman, Mr. Miller was an active and
distinguished leader. He served as the Chairperson of the House Committee on Education and the
Work Force from 1975 to 2011, which was one of the three committees responsible for passage of the
Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of
2010 in the House. In addition, Mr. Miller also served as the Chairperson of the House Committee
on Natural Resources from 1991 to 1995, served on the House Select Committee on Children, Youth and
Families from 1982 to 1984, and served as the Vice-Chair of the Democratic Committee on Steering
and Policy for eight years and as a member of the House Committee on the Budget.
Departure of Patrick Foley as Director
On March 12, 2015, Patrick Foley advised the Board that he will not be standing for
re-election to the Board at the Annual Meeting. Mr. Foley intends to retire from the Board
effective immediately prior to the Annual Meeting. He is a current member of the Companys
compensation and governance committees. Mr. Foleys decision not to stand for re-election at the
Annual Meeting was not due to any disagreement with the Company.
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.
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Health Net, Inc.
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March 16, 2015
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By:
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/s/ Angelee F. Bouchard |
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Name:
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Angelee F. Bouchard |
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Title:
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Senior Vice President, General Counsel and Secretary |
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