News Column

HEALTH NET INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure

June 23, 2014

Item 5.07. Submission of Matters to a Vote of Security Holders

Health Net, Inc. (the "Company") held its Annual Meeting of Stockholders in Woodland Hills, California on June 20, 2014 (the "Annual Meeting"). 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, 2014, 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 2015 Annual Meeting of Stockholders.

Name For Against Abstain Broker Non-Votes Mary Anne Citrino 67,330,761 912,094 49,618 2,932,544 Theodore F. Craver, Jr. 60,660,942 7,581,432 50,099 2,932,544 Vicki B. Escarra 66,247,941 1,994,332 50,200 2,932,544 Gale S. Fitzgerald 66,714,067 1,543,323 35,083 2,932,544 Patrick Foley 65,341,589 2,902,644 48,240 2,932,544 Jay M. Gellert 67,324,233 951,026 17,214 2,932,544 Roger F. Greaves 66,954,294 1,305,268 32,911 2,932,544 Douglas M. Mancino 65,890,287 2,346,332 55,854 2,932,544 Bruce G. Willison 66,394,132 1,849,001 49,340 2,932,544 Frederick C. Yeager 67,131,532 1,121,417 39,524 2,932,544

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, 2014.

For Against Abstain Broker Non-Votes 70,402,763 769,703 52,551 -

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 66,439,094 1,816,943 36,436 2,932,544

Item 7.01. Regulation FD Disclosure.

On June 23-24, 2014, members of the Company's management team expect to meet with analysts and investors. During these meetings, the Company intends to address its prospects and historical performance, and reaffirm the Company's earnings guidance for the full year 2014, as previously announced in a press release issued on May 7, 2014.

The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

CAUTIONARY STATEMENTS: The Company and its representatives may from time to time make written and oral forward-looking statements within the meaning of the Private Securities Litigation Reform Act ("PSLRA") of 1995, including statements in this and other reports, in press releases, presentations, filings with the Securities and Exchange Commission ("SEC"), reports to stockholders and in meetings with investors and analysts. All statements in this report, other than statements of historical information provided herein, may be deemed to be forward-looking statements and as such are intended to be covered by the safe harbor for "forward-looking statements" provided by PSLRA. These statements are based on management's analysis, judgment, belief and expectation only as of the date hereof, and are subject to changes in circumstances and a number of risks and uncertainties. Without limiting the foregoing, statements including the words "believes," "anticipates," "plans," "expects," "may," "should," "could," "estimate," "intend," "feels," "will," "projects" and other similar expressions are intended to identify forward-looking statements. Actual results could differ materially from those expressed in, or implied or projected by the forward-looking information and statements due to, among other things, health care reform and other increased government participation in and taxation or regulation of health benefits and managed care operations, including but not limited to the implementation of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the "ACA") and related fees, assessments and taxes; the Company's ability to successfully participate in California's Coordinated Care Initiative, which is subject to a number of risks inherent in untested health care initiatives and requires the Company to adequately predict the costs of providing benefits to individuals that are generally among the most chronically ill within each of Medicare and Medi-Cal and implement delivery systems for benefits with which the Company has limited operating experience; the Company's ability to successfully participate in the federal and state health insurance exchanges under the ACA, which have experienced technical challenges in implementation and which involve uncertainties related to the mix and volume of business that could negatively impact the adequacy of our premium rates and may not be sufficiently offset by the risk apportionment provisions of the ACA; increasing health care costs, including but not limited to costs associated with the introduction of new treatments or therapies; our ability to reduce administrative expenses while maintaining targeted levels of service and operating performance; negative prior period claims reserve developments; rate cuts and other risks and uncertainties affecting the Company's Medicare or Medicaid businesses; the Company's ability to successfully participate in Arizona'sMedicaid program; trends in medical care ratios; membership declines or negative changes in our health care product mix; unexpected utilization patterns or unexpectedly severe or widespread illnesses; the timing of collections on amounts receivable from state and federal governments and agencies, including collections of amounts owed under the T-3 contract; litigation costs; regulatory issues with federal and state agencies including, but not limited to, the California Department of Managed Health Care, the Centers for Medicare & Medicaid Services, the Office of Civil Rights of the U.S. Department of Health and Human Services and state departments of insurance; operational issues; changes in economic or market conditions including a further decline in the economy; failure to effectively oversee our third-party vendors; noncompliance by the Company or the Company's business associates with any privacy laws or any security breach involving the misappropriation, loss or other unauthorized use or disclosure of confidential information; impairment of the Company's goodwill or other intangible assets; investment portfolio impairment charges; volatility in the financial markets; liabilities incurred in connection with the Company's divested operations; and general business and market conditions. Additional factors that could cause actual results to differ materially from those reflected in the forward-looking statements include, but are not limited to, the risks discussed in the "Risk Factors" section included within the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q filed with the SEC and the other risks discussed in the Company's filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. Except as may be required by law, the Company undertakes no obligation to address or publicly update any forward-looking statements to reflect events or circumstances that arise after the date of this report.


Top of the Form

For more stories on investments and markets, please see HispanicBusiness' Finance Channel

Source: Edgar Glimpses

Story Tools Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters