Form8K101414




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

Date of Report (Date of earliest event reported): October 9, 2014

WELLCARE HEALTH PLANS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-32209
 
47-0937650
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 

 
Identification No.)
 
8735 Henderson Road, Renaissance One
 
 
 
Tampa, Florida
 
33634
 
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code: (813) 290-6200

Not Applicable
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

¨
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))






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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(f) Compensatory Arrangements of Certain Officers

Quality Bonus Payout

On October 9, 2014, the Compensation Committee of the Board of Directors (the “Committee”) of WellCare Health Plans, Inc. (the “Company”) approved the payment of cash bonus awards pursuant to the quality component and remaining personal goals component of the Company’s 2013 Short-Term Incentive Program (the “2013 STI Program”) to those associates eligible to participate in the 2013 STI Program. The Company’s definitive Proxy Statement dated April 15, 2014 (the “2014 Proxy Statement”) disclosed that these bonus determinations had not yet been made, since the results of the achievement of quality goals and the remaining portion related to personal goals would not be available until the fall of 2014.
The following table summarizes the 2013 Quality short-term performance goals and related results, as determined by the Committee.
Weight
 
Performance
Metric
 
Threshold
(50% Payout)
 
Target
(100% Payout)
 
Maximum
(200% Payout)
 
Actual Results
 
 
 
 
 
 
 
 
 
 
 
25%
 
Medicare HEDIS STARs Improvement
 
0.10
 
0.25
 
0.75
 
0.31
 
 
 
 
 
 
 
 
 
 
 
25%
 
Medicaid HEDIS Measure Improvement
 
25%
 
50%
 
100%
 
12.3%

Goals related to improvements in selected HEDIS measures were chosen because such measures directly correlate to expectations of our customers and the quality of care for our members. The Medicare HEDIS STARs Improvement goal was based on year-over-year improvement in state-specific HEDIS measures in our Medicare plans. The Medicaid HEDIS Measure Improvement goal was based on the level of reduction in percent of state-specific HEDIS measures in our Medicaid plans that are below the national 50th percentile benchmark. Improving quality has been and continues to be a key area of focus for us.
As shown in the table above, we achieved Medicare HEDIS STARs improvement of 0.31 and Medicaid HEDIS measure improvement of 12.3%. The Compensation Committee considered all of the factors contributing to the results and attributed approximately target payout for the Medicare HEDIS STARs improvement goal after applying negative discretion to take into consideration the Company’s California operations and no payout for the Medicaid HEDIS measure improvement goal because threshold performance was not achieved. Based on this, the Compensation Committee determined to pay bonuses under the 2013 short-term incentive program related to the overall quality component goal to Ms. Iglesias, Mr. Todt and Mr. Anderson at 50.6% of each executive’s short-term incentive target (which represents 25.3% of the potential maximum payout opportunity related to the quality component goal under the 2013 short-term incentive program).

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The following table summarizes the 2013 short-term incentive award payouts related to the achievement of quality goals to our named executive officers.

Executive
 
Company Quality Goals Target
 
Amount
Earned
 
Percent
of Target
Lisa G. Iglesias
 
$96,000
 
$48,576
 
50.6%
Blair W. Todt
 
$96,000
 
$48,576
 
50.6%
Lawrence D. Anderson
 
$65,000
 
$32,890
 
50.6%

The following table summarizes the 2013 short-term incentive award payouts related to the achievement of personal goals to our named executive officers, which represents the remaining 50% of the incentive related to personal goals.

Executive
 
Executive’s Fall 2014 Personal Goals Target
 
Amount
Earned
 
Percent
of Target
Lisa G. Iglesias
 
$24,000
 
$24,000
 
100%
Blair W. Todt
 
$24,000
 
$24,000
 
100%
Lawrence D. Anderson
 
$16,250
 
$21,125
 
130%

In determining the achievement of each executive officer’s 2013 personal goals, the Compensation Committee took into account a qualitative assessment of individual performance and accomplishments. Individual factors considered are as follows:
Ms. Iglesias’ individual performance considerations included her continued demonstrated strength as the General Counsel and head of communications and her work supporting the Company’s acquisition activities.
Mr. Todt's individual performance considerations included his continued high quality leadership of compliance and an effective start on his new strategy role.
Mr. Anderson's individual performance considerations included his strong performance supporting the Board in key executive transition matters, enhancing incentive plan designs and driving continued improvements to core human resources services and operating efficiencies.
The Compensation Committee did not quantify or otherwise assign relative weightings to the factors considered in reaching its decisions with respect to the achievement of personal goals for any of the named executive officers.

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Set forth below are the recalculated non-equity incentive plan compensation and total compensation for each named executive officer that was awarded an additional cash bonus on October 9, 2014 under the Company’s 2013 STI Program. This information amends the Summary Compensation Table on p. 64 of the 2014 Proxy Statement.
Name and Principal Position
 
Year
 
Non-Equity Incentive Plan Compensation
($)
 
Total
Compensation
($)

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

2013
 
   
   299,573
 
   
   1,205,429

Blair W. Todt
Senior Vice President, Chief Strategy and Development Officer
 

2013
 
   
   190,656
 
   
   1,114,071

Lawrence D. Anderson
Senior Vice President and Chief Human Resources Officer
 

2013
 
   
   138,840
 
   
   826,924


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SIGNATURES

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.



Date: October 14, 2014
WELLCARE HEALTH PLANS, INC.

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



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