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2023 Proxy Statement
About Elevance Health
Letter from Our President and Chief Executive Officer
Letter from Independent Chair of the Board
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Corporate Governance
Proposal 1 - Election of Directors
The Board of Directors
- Identifying and Evaluating Nominees for Directors
- Director Qualifications
Biographical Information on Director Nominees and Continuing Directors
Board's Role and Responsibilities
- Board Role in Risk Oversight
- Corporate Responsibility
- Shareholder Engagement
- Communications with the Board
Board Structure
- Board Leadership Structure
- Director Independence
- Board Meetings, Executive Sessions and Attendance
- Standing Committees of the Board
Board Practices, Processes and Policies
- Corporate Governance Policies and Practices
- Director Evaluation Process
- Director Orientation and Continuing Education
- Review and Approval of Transactions with Related Persons
- Compensation of Non-Employee Directors
- Directors' Compensation Table
- Board Equity Compensation and Stock Ownership Guidelines
Executive Compensation
Proposal 2 - Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation Discussion & Analysis
- Executive Summary
- Compensation Decision-Making Process
- Elements of Total Rewards
- Primary Components of 2022 Target Compensation
- 2022 Compensation Decisions
- Compensation Policies and Practices
Compensation and Talent Committee Report
Compensation Tables
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards at Fiscal Year-End
- Option Exercises and Stock Vested
- Pension Benefits
- Non-Qualified Deferred Compensation
- Potential Payments Upon Termination
CEO Pay Ratio
Pay versus Performance
Proposal 3 - Advisory Vote on the Frequency of the Say-on-Pay Vote
Audit Matters
Audit Committee Matters
Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The Audit Committee's Consideration of Independence of Independent Registered Public Accounting Firm
Independent Registered Public Accounting Firm's Fees
Audit Committee Pre-Approval Policy
Audit Committee Report
Shareholder Proposals
Proposal 5 - Shareholder Proposal to Allow Shareholders Owning 10% or More of Our Common Stock to Call a Special Meeting of Shareholders
Proposal 6 - Shareholder Proposal Requesting Annual Reporting from Third Parties Seeking Financial Support
Security Ownership
Security Ownership of Certain Beneficial Owners and Management
- Stock Held by 5% or More Beneficial Owners
- Stock Held by Directors, Nominees and Executive Officers
Voting & Meeting Information
Information on Voting and the Annual Meeting
Annex A - Elevance Health, Inc. GAAP Reconciliation
Corporate Responsibility Recognitions & Ratings
Meet the Board
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2023 Proxy Statement
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Page 2 of 95
2023 Proxy Statement
About Elevance Health
Letter from Our President and Chief Executive Officer
Letter from Independent Chair of the Board
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Corporate Governance
Proposal 1 - Election of Directors
The Board of Directors
- Identifying and Evaluating Nominees for Directors
- Director Qualifications
Biographical Information on Director Nominees and Continuing Directors
Board's Role and Responsibilities
- Board Role in Risk Oversight
- Corporate Responsibility
- Shareholder Engagement
- Communications with the Board
Board Structure
- Board Leadership Structure
- Director Independence
- Board Meetings, Executive Sessions and Attendance
- Standing Committees of the Board
Board Practices, Processes and Policies
- Corporate Governance Policies and Practices
- Director Evaluation Process
- Director Orientation and Continuing Education
- Review and Approval of Transactions with Related Persons
- Compensation of Non-Employee Directors
- Directors' Compensation Table
- Board Equity Compensation and Stock Ownership Guidelines
Executive Compensation
Proposal 2 - Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation Discussion & Analysis
- Executive Summary
- Compensation Decision-Making Process
- Elements of Total Rewards
- Primary Components of 2022 Target Compensation
- 2022 Compensation Decisions
- Compensation Policies and Practices
Compensation and Talent Committee Report
Compensation Tables
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards at Fiscal Year-End
- Option Exercises and Stock Vested
- Pension Benefits
- Non-Qualified Deferred Compensation
- Potential Payments Upon Termination
CEO Pay Ratio
Pay versus Performance
Proposal 3 - Advisory Vote on the Frequency of the Say-on-Pay Vote
Audit Matters
Audit Committee Matters
Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The Audit Committee's Consideration of Independence of Independent Registered Public Accounting Firm
Independent Registered Public Accounting Firm's Fees
Audit Committee Pre-Approval Policy
Audit Committee Report
Shareholder Proposals
Proposal 5 - Shareholder Proposal to Allow Shareholders Owning 10% or More of Our Common Stock to Call a Special Meeting of Shareholders
Proposal 6 - Shareholder Proposal Requesting Annual Reporting from Third Parties Seeking Financial Support
Security Ownership
Security Ownership of Certain Beneficial Owners and Management
- Stock Held by 5% or More Beneficial Owners
- Stock Held by Directors, Nominees and Executive Officers
Voting & Meeting Information
Information on Voting and the Annual Meeting
Annex A - Elevance Health, Inc. GAAP Reconciliation
Corporate Responsibility Recognitions & Ratings
Meet the Board
2023 Proxy Statement
2023 Proxy Statement
About Elevance Health
Letter from Our President and Chief Executive Officer
Letter from Independent Chair of the Board
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Corporate Governance
Corporate Governance
Proposal 1 - Election of Directors
The Board of Directors
- Identifying and Evaluating Nominees for Directors
- Director Qualifications
Biographical Information on Director Nominees and Continuing Directors
Board's Role and Responsibilities
- Board Role in Risk Oversight
- Corporate Responsibility
- Shareholder Engagement
- Communications with the Board
Board Structure
- Board Leadership Structure
- Director Independence
- Board Meetings, Executive Sessions and Attendance
- Standing Committees of the Board
Board Practices, Processes and Policies
- Corporate Governance Policies and Practices
- Director Evaluation Process
- Director Orientation and Continuing Education
- Review and Approval of Transactions with Related Persons
- Compensation of Non-Employee Directors
- Directors' Compensation Table
- Board Equity Compensation and Stock Ownership Guidelines
Executive Compensation
Executive Compensation
Proposal 2 - Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation Discussion & Analysis
- Executive Summary
- Compensation Decision-Making Process
- Elements of Total Rewards
- Primary Components of 2022 Target Compensation
- 2022 Compensation Decisions
- Compensation Policies and Practices
Compensation and Talent Committee Report
Compensation Tables
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards at Fiscal Year-End
- Option Exercises and Stock Vested
- Pension Benefits
- Non-Qualified Deferred Compensation
- Potential Payments Upon Termination
CEO Pay Ratio
Pay versus Performance
Proposal 3 - Advisory Vote on the Frequency of the Say-on-Pay Vote
Audit Matters
Audit Matters
Audit Committee Matters
Proposal 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The Audit Committee's Consideration of Independence of Independent Registered Public Accounting Firm
Independent Registered Public Accounting Firm's Fees
Audit Committee Pre-Approval Policy
Audit Committee Report
Shareholder Proposals
Shareholder Proposals
Proposal 5 - Shareholder Proposal to Allow Shareholders Owning 10% or More of Our Common Stock to Call a Special Meeting of Shareholders
Proposal 6 - Shareholder Proposal Requesting Annual Reporting from Third Parties Seeking Financial Support
Security Ownership
Security Ownership
Security Ownership of Certain Beneficial Owners and Management
- Stock Held by 5% or More Beneficial Owners
- Stock Held by Directors, Nominees and Executive Officers
Voting & Meeting Information
Voting & Meeting Information
Information on Voting and the Annual Meeting
Annex A - Elevance Health, Inc. GAAP Reconciliation
Corporate Responsibility Recognitions & Ratings
Meet the Board
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