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Section 1: DEFA14A (DEFA14A)

DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

   Preliminary Proxy Statement
   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

   Definitive Proxy Statement
   Definitive Additional Materials
   Soliciting Material Pursuant to §240.14a-12

WellCare Health Plans, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)   

Title of each class of securities to which transaction applies:

 

     

  (2)   

Aggregate number of securities to which transaction applies:

 

     

  (3)   

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)   

Proposed maximum aggregate value of transaction:

 

     

  (5)   

Total fee paid:

 

     

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)   

Amount Previously Paid:

 

     

  (2)   

Form, Schedule or Registration Statement No.:

 

     

  (3)   

Filing Party:

 

     

  (4)   

Date Filed:

 

     

 

 

 


 

 

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 23, 2018

 

 

                 WELLCARE HEALTH PLANS, INC.

WELLCARE HEALTH PLANS, INC.

P.O. BOX 31390

TAMPA, FL 33631-3390

       
  Meeting Information                
  Meeting Type: Annual Meeting    
  For holders as of: March 26, 2018    
  Date: May 23, 2018             Time: 10:00 AM EDT    
  Location: WellCare Health Plans, Inc.    
 

      8745 Henderson Road

   
 

      Renaissance Center

   
 

      Tampa, FL 33634

 

   
   

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.
 
 


 

 

 

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— Before You Vote —

How to Access the Proxy Materials

 

       
  Proxy Materials Available to VIEW or RECEIVE:    
  1. Notice & Proxy Statement       2. Annual Report    
 

 

How to View Online:

   
  Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.    
 

 

How to Request and Receive a PAPER or E-MAIL Copy:

   
  If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:    
 

 

1) BY INTERNET:         www.proxyvote.com

   
 

2) BY TELEPHONE:    1-800-579-1639

   
 

3) BY E-MAIL*:            sendmaterial@proxyvote.com

   
 

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked

by the arrow LOGO (located on the following page) in the subject line.

   
 

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 09, 2018 to facilitate timely delivery.

 

   
   

— How To Vote —

Please Choose One of the Following Voting Methods

 

       
 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

   
 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

 

   
 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

   
   
 


 

 

 

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Voting items  
The Board of Directors recommends you vote FOR the following:  

 

1. Election of ten directors to hold office until the Company’s 2019 Annual Meeting of Stockholders or until their successors are duly elected and qualified.  

Nominees

1a. Richard C. Breon

 

1b. Kenneth A. Burdick

 

1c. Amy Compton-Phillips

 

1d. H. James Dallas

 

1e. Kevin F. Hickey

 

1f. Christian P. Michalik

 

1g. Glenn D. Steele, Jr.

 

1h. William L. Trubeck

 

1i. Kathleen E. Walsh

 

1j. Paul E. Weaver

The Board of Directors recommends you vote FOR proposals 2 and 3.

 

2 Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.  
3 Advisory vote on the compensation of the Company’s named executive officers (“Say on Pay”).  

 

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 
 


 

 

 

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