WellCare Health Plans, Inc. (WCG)

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WellCare Health Plans, Inc. (WCG)

2013 Annual Shareholder Meeting

May 22, 2013 10:00 am ET


Alexander R. Cunningham - Chief Executive Officer and Director

Lisa G. Iglesias - Senior Vice President, General Counsel and Secretary


Alexander R. Cunningham

Good morning. We're calling to order the 2013 Annual Meeting of Stockholders of WellCare Health Plans. I'm Alec Cunningham, WellCare's Chief Executive Officer and a member of our Board of Directors, and I will be chairing today's meeting. Lisa Iglesias, our Senior Vice President, General Counsel and Secretary, will serve as secretary of the meeting.

We're pleased to welcome the stockholders attending the meeting here at our headquarters in Tampa, Florida, as well as those listening to our meeting via webcast. Regarding our agenda for today, I will first introduce members of our Board of Directors and senior management team who are here today. Second, we will present 4 matters for the consideration of, and vote by, the stockholders. These matters are described in our proxy statement. Third, we will announce preliminary voting results and conclude the meeting. And finally, I'll provide you with a brief update on the company, followed by an opportunity for us to address comments and questions.

I would now like to introduce the other members of our Board of Directors who are in attendance today. With us are Carol Burt, Roel Campos, David Gallitano, Bob Graham, Kevin Hickey, Chris Michalik, Glenn Steele, Bill Trubeck and Paul Weaver. Not in attendance today is our outgoing Chairman, Chuck Berg. Chuck chose not to stand for reelection to our board, and so his service to WellCare ends at the conclusion of this meeting. On behalf of the board and management team, I would like to extend our sincere thanks and appreciation to Chuck for his service over the past 5.5 years.

In addition, I am pleased to introduce members of WellCare's senior management team who are with us today. In addition to Lisa, they are: Larry Anderson, Senior Vice President and Chief Human Resources Officer; Walt Cooper, Chief Administrative Officer; Dan Paquin, President of National Health Plans; Blair Todt, Senior Vice President and Chief Compliance Officer; and Tom Tran, Senior Vice President and Chief Financial Officer.

Finally, I would like to welcome Lynn Fredericks and Ed Wilkins of Deloitte & Touche, our independent registered public accounting firm. Now I'll turn the meeting over to Lisa.

Lisa G. Iglesias

Thank you, Alec, and good morning, everyone. For those of you here in Tampa, an agenda was provided to you when you arrived. On the reverse side of the agenda are the rules of conduct for the meeting. To ensure the conduct of an orderly meeting, we ask that participants abide by these rules.

As stated in the rules of conduct, stockholders should not address the meeting until recognized by me. Should you desire to ask a question or speak during the meeting, please raise your hand. After being recognized, first identify yourself and your status as a stockholder or representative of a stockholder and then, please provide your comment or ask your question.

I'd like to introduce Sean Dunleavy of Broadridge Investor Communications Solutions, Inc., who has been appointed to tabulate the vote and act as inspector of election for this meeting. The inspector of election has reported that the holders of more than 50% of the outstanding shares of common stock are present at the meeting in person or by proxy. Therefore, we have a quorum, and this meeting has therefore been duly convened for the purposes of transacting such business as may come before it.

Regarding the 4 matters being presented to stockholders for consideration, the voting requirements for each proposal are set forth in our proxy statement. Voting during the meeting will be by ballot or by submission of a previously issued proxy card. If you've already voted by proxy, your vote has already been counted. You need not submit your vote today unless you wish to change your vote.

We request that any stockholder present today who needs a ballot to please raise your hand now so that we may distribute one to you. We will announce the preliminary vote on the proposals following the collection of ballots and proxy cards, and after presentation of the proposals.

The inspector of election has affidavits of distribution certifying that packages including the proxy statement, notice of annual meeting and accompanying materials were distributed to each stockholder of record commencing on April 10, 2013. A list of stockholders as of the record date for this meeting, which was March 25, 2013, has been available for inspection for at least 10 days prior to this meeting. As of the record date, 43,438,387 shares of common stock were issued and outstanding.

The first matter for stockholder consideration is the election of 10 directors. The board has nominated the following individuals to serve as directors until the next annual meeting of stockholders: Carol J. Burt, Roel C. Campos, Alec Cunningham, David J. Gallitano, D. Robert Graham, Kevin F. Hickey, Christian P. Michalik, Glenn D. Steele, Jr.,M.D., William L. Trubeck, and Paul E. Weaver. The board recommends a vote for each nominee.

The second proposal is to approve the company's 2013 incentive compensation plan. The board recommends the approval of the 2013 incentive compensation plan.

The third proposal is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ending December 31, 2013. The board recommends the ratification of the appointment of Deloitte & Touche.

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