Elevance Health (ELV) 2026 annual meeting: directors elected, pay and auditor backed

Rhea-AI Filing Summary

Elevance Health, Inc. reported results of its Annual Meeting of Shareholders held on May 13, 2026. A total of 194,441,339 common shares were represented, establishing a quorum. Three directors—Gail K. Boudreaux, Robert L. Dixon, Jr., and Deanna D. Strable—were elected to three-year terms ending at the 2029 annual meeting.

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 172,363,616 votes for and 7,240,619 against. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 175,183,332 votes for and 19,141,697 against.

A shareholder proposal requesting an independent study on the impact of prohibiting corporate contributions to partisan 527 tax-exempt political groups did not pass, receiving 15,587,160 votes for and 162,924,290 votes against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 194,441,339 shares Votes for Boudreaux: 177,978,713 votes Votes for Dixon Jr.: 174,098,489 votes +4 more

7 metrics

Shares represented at meeting 194,441,339 shares Common stock represented at May 13, 2026 annual meeting (quorum)

Votes for Boudreaux 177,978,713 votes Votes for director nominee Gail K. Boudreaux

Votes for Dixon Jr. 174,098,489 votes Votes for director nominee Robert L. Dixon, Jr.

Votes for Strable 175,331,822 votes Votes for director nominee Deanna D. Strable

Executive pay advisory support 172,363,616 votes for Votes for advisory approval of named executive officer compensation

Auditor ratification support 175,183,332 votes for Votes for ratifying Ernst & Young LLP as 2026 auditor

Votes for 527 proposal 15,587,160 votes for Support for shareholder proposal on partisan 527 tax-exempt political groups

Key Terms

Broker Non-Votes, advisory vote, independent registered public accounting firm, partisan 527 tax-exempt political groups

4 terms

Broker Non-Votes financial

"Nominee | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Advisory vote on the Company’s executive compensation."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

partisan 527 tax-exempt political groups financial

"requesting an independent study on the impact of prohibiting corporate contributions to partisan 527 tax-exempt political groups"

Understanding 8-K Material Events →

FALSE000115603900011560392025-05-142025-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 13, 2026

Date of Report (Date of earliest event reported)

___________________________________

Elevance Health, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Indiana (State or other jurisdiction of incorporation or organization) 001-16751 (Commission File Number) 35-2145715 (I.R.S. Employer Identification Number)

220 Virginia Ave

Indianapolis, IN 46204

(Address of principal executive offices and zip code)

(833) 401-1577

(Registrant's telephone number, including area code)

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, Par Value $0.01			ELV			NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

On May 13, 2026, Elevance Health, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). There were 194,441,339 shares of common stock represented at the Annual Meeting, constituting a quorum. The shareholders of the Company voted as follows on the matters set forth below:

1.Election of Directors. The following nominees for director were elected to serve three-year terms to expire at the Company’s annual meeting of shareholders in 2029 based on the following votes:

Nominee						For						Against						Abstain						Broker Non-Votes
Gail K. Boudreaux						177,978,713						1,714,229						110,827						14,637,570
Robert L. Dixon, Jr.						174,098,489						5,590,793						114,487						14,637,570
Deanna D. Strable						175,331,822						4,360,980						110,967						14,637,570

2.Advisory vote on the Company’s executive compensation. The advisory vote on the compensation of the Company’s named executive officers was approved based upon the following votes:

			For						Against						Abstain						Broker Non-Votes
			172,363,616						7,240,619						199,534						14,637,570

3.Ratification of the appointment of Ernst & Young LLP. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified based upon the following votes:

			For						Against						Abstain
			175,183,332						19,141,697						116,310

4.Shareholder proposal requesting an independent study on the impact of prohibiting corporate contributions to partisan 527 tax-exempt political groups. The shareholder proposal requesting a study on the impact of prohibiting corporate contributions to partisan 527 tax-exempt political groups was not approved based upon the following votes:

			For						Against						Abstain						Broker Non-Votes
			15,587,160						162,924,290						1,292,319						14,637,570

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 13th day of May, 2026.

ELEVANCE HEALTH, INC.
By:			/s/ Kathleen S. Kiefer
Name:			Kathleen S. Kiefer
Title:			Chief Governance Officer and Corporate Secretary

FAQ

What did Elevance Health (ELV) shareholders approve at the 2026 annual meeting?

Shareholders elected three directors for terms ending in 2029, approved executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026, based on disclosed voting results.

How many Elevance Health (ELV) shares were represented at the May 13, 2026 annual meeting?

A total of 194,441,339 shares of Elevance Health common stock were represented at the annual meeting, which constituted a quorum and allowed the company to conduct official shareholder business, including director elections and various advisory and ratification votes.

How did Elevance Health (ELV) shareholders vote on executive compensation in 2026?

Shareholders approved Elevance Health’s executive compensation on an advisory basis, with 172,363,616 votes for, 7,240,619 votes against, and 199,534 abstentions, plus 14,637,570 broker non-votes, indicating majority support for the named executive officers’ pay program.

Was Ernst & Young LLP ratified as Elevance Health (ELV) auditor for 2026?

Yes, shareholders ratified Ernst & Young LLP as Elevance Health’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 175,183,332 votes for, 19,141,697 votes against, and 116,310 abstentions, according to the reported voting totals.

Which directors were elected at Elevance Health’s (ELV) 2026 annual meeting?

Gail K. Boudreaux, Robert L. Dixon, Jr., and Deanna D. Strable were elected to the Elevance Health board. Each will serve a three-year term expiring at the company’s 2029 annual meeting of shareholders, based on the disclosed director election results.

What happened to the Elevance Health (ELV) shareholder proposal on partisan 527 political groups?

The shareholder proposal requesting an independent study on prohibiting corporate contributions to partisan 527 tax-exempt political groups did not pass, receiving 15,587,160 votes for, 162,924,290 votes against, 1,292,319 abstentions, and 14,637,570 broker non-votes.

Filing Exhibits & Attachments

4 documents

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