Health Net Inc. (HNT)

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Health Net, Inc. (HNT)

2013 Annual Shareholder Meeting

May 23, 2013 1:00 pm ET


Roger F. Greaves - Chairman

Angelee F. Bouchard - Senior Vice President, General Counsel and Secretary

Jay M. Gellert - Chief Executive Officer, President and Director

Angie McCabe - Vice President of Investor Relations


Roger F. Greaves

Well, good morning, everyone. It's my pleasure to welcome you to the 2013 Annual Meeting of the Stockholders of Health Net, Inc. My name is Roger F. Greaves. I'm Chairman of the Board of Health Net, and I'll act as Chairman of this meeting. And Angelee Bouchard, Senior Vice President, General Counsel and Secretary, will act as Secretary. I've been advised that a quorum is present. It's now just a little past 10:00 a.m. Pacific Time. And in accordance with the notice of the meeting, Health Net's 2013 Annual Meeting of Stockholders is now called to order. If you're attending this meeting in person, please make sure that you signed in.

Before we begin with the formalities of the meeting, I'd like to introduce Jay Gellert, our President and CEO. Jay is also a Director of the company. Also, I'd like to introduce the other members of the company's Board of Directors who are here with me today. Will you please stand as you're introduced, if you're able? Mary Anne Citrino, Ted Craver, Vicki Escarra, Gale Fitzgerald, Pat Foley, Doug Mancino and Bruce Willison. Our Audit Chair, Frederick Yeager, is with us via telephone, Irec [ph].

Biographies and other information about each of our directors, including myself, were included in the proxy statement that was mailed to our stockholders. Representatives from the accounting firm of Deloitte & Touche are also present at our meeting today. Deloitte & Touche has been selected as our independent registered public accounting firm for 2013, and their selection is being submitted to our stockholders for ratification at this meeting.

Now I'm going to turn over the formal business of the annual meeting and vote on the items presented in the proxy statement. After the polls are closed and while the vote is being counted, Mr. Gellert will make some of the brief remarks about the company. At the conclusion of Mr. Gellert's remarks, we'll accept questions, and the voting results will be announced.

So again, I will turn the podium over to Ms. Bouchard, who will carry on with the meeting. Angelee?

Angelee F. Bouchard

Thank you, Roger. As you entered the meeting this morning, you should have received a copy of the agenda and rules of conduct for this meeting. For each of you attending via the Internet, the agenda and rules of conduct are available on our website. We will conduct the meeting in accordance with the agenda and these rules to assure that the meeting proceeds in a fair, orderly and courteous manner. There is time reserved for your questions, and the reverse side of the agenda describes the procedures for the designated Q&A periods of the meeting. If you are attending the meeting in person, please hold your questions until the designated time. And if you're attending the meeting via the Internet, please follow the instructions on our website to submit your questions at the appropriate time.

Now I will briefly review certain procedural matters regarding the organization of the meeting. We commenced mailing of the notice of this meeting and related materials on or about April 8, 2013 to all stockholders of record as of the close of business on March 28, 2013. The affidavit of distribution executed by Broadridge Financial Solutions will be filed with the records of this meeting. The list of stockholders entitled to vote at this meeting has been available for the past 10 days and is available at this meeting for examination by any stockholder.

Aubrey Putt [ph], a representative of Broadridge, has been appointed to act as the inspector of election for today's meeting. Ms. Putt's [ph] oath as the inspector of election will be filed with the records of this meeting. Ms. Putt [ph] has informed us that there are present in person or by proxy at the meeting stockholders holding an aggregate of 73,498,948 shares of common stock, representing 92.65% of the outstanding shares of common stock of the company entitled to vote at the meeting as determined on the record date. Accordingly, I confirm that a quorum is present, and the 2013 annual meeting is duly and properly convened.

The matters to be acted upon at this meeting are the 3 items listed in the company's proxy statement: the election of directors; the ratification of the selection of Deloitte & Touche as the company's independent registered public accounting firm for the year ended December 31, 2013; and the advisory vote on the compensation of the company's named executive officers. The company has not received advanced written notice of any other matters for consideration as required by the company's bylaws, so no other matters will be considered.

It is now 10:04 a.m. The polls for each matter to be voted on at this meeting are now open, and the proposals will now be put to a vote. If you're eligible to vote at this meeting and would like to vote by ballot, please motion for one of our attendants to hand you a ballot. If you already have returned your proxy, submitted a proxy via the Internet or telephone or planned to hand in your proxy today, you do not need a ballot unless you wish to change your vote. Would anyone like a ballot? Okay.

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