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Note: Based on the company's proxy statement and the investor relations sections of its web site, the annual shareholders meeting of WellPoint, Inc., reported below, appears to have been conducted without a webcast or other electronic communications access.

The article below is one of four selected to illustrate issues addressed in the following report:


The Indianapolis Star, May 19, 2010 article


Director's collapse shortens WellPoint annual meeting

Bush admitted to hospital in abbreviated event; 'Say on Pay' wins shareholders' approval

Posted: May 19, 2010

WellPoint Chairwoman and Chief Executive Officer Angela Braly faced an intense barrage of criticism and questions from activist shareholders over premium rates and issues related to health-care reform at the company's annual meeting Tuesday at the Downtown Hilton.

Those questions, however, were cut short when the meeting was suddenly adjourned after William H.T. "Bucky" Bush, WellPoint's lead director and the brother of former President George H.W. Bush, collapsed and required medical attention.

Activist shareholder Dr. Robert Stone -- a Bloomington physician who just moments before was at the microphone urging WellPoint to conduct a feasibility study about converting into a nonprofit insurer -- rushed to Bush's side and helped WellPoint Chief Medical Officer Dr. Sam Nussbaum care for the ailing board member.

WellPoint spokesman Jon Mills said Bush was taken to Methodist Hospital and admitted as a precaution. "He is stable, alert and being evaluated," Mills wrote in an e-mail Tuesday.

Bush's collapse came more than an hour into the meeting during the question-and-answer period when shareholders get an opportunity to directly raise issues with Braly. Multiple investors were still waiting to speak when the meeting was halted, prompting protests from some activist shareholders, who wanted to ask more questions of Braly.

"It's not involving Angela, is it?" shouted Julia Vaughn, health policy consultant for the Citizens Action Coalition. "Let us see the chairman. That's what she gets paid the big bucks to do. These are people who have traveled from some distance to talk with Ms. Braly."

Vaughn, along with Stone and his wife, Karen Green Stone, had introduced the shareholder proposal asking WellPoint to study converting to nonprofit status. That shareholder proposal failed. Other activist shareholder proposals also failed, including one submitted by the AFL-CIO Reserve Fund that would have required WellPoint to disclose direct and indirect lobbying expenses.

Activist shareholders did score one victory during Tuesday's meeting. Investors passed a resolution -- against the recommendation of the company's board -- that WellPoint adopt a so-called "Say on Pay" shareholder advisory vote on executive pay.

The resolution, which was proposed by the Connecticut Retirement Plans and Trust Funds, will give WellPoint shareholders a thumbs-up or thumbs-down vote each year on the pay packages of the company's top executives. The vote is nonbinding, but advocates and some corporate governance experts see such votes as a way to better align executive pay with shareholder interests.

Other large companies, including semiconductor maker Intel, already have adopted "Say on Pay" votes.

In other WellPoint news, billionaire Warren Buffett's Berkshire Hathaway has sold its stake in the company, more than a million shares, according to regulatory filings.

Copyright ©2010




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