Health Net's CEO Hosts Annual Shareholder Meeting (Transcript)

Health Net, Inc. (HNT)

Annual Shareholder Meeting Call

May 22, 2012 13:00 ET


Roger Greaves – Chairman

Angelee Bouchard – Senior Vice President, General Counsel, and Corporate Secretary

Jay Gellert – President and Chief Executive Officer


Roger Greaves – Chairman

Good morning, ladies and gentlemen. It’s my pleasure to welcome you to the 2012 Annual Meeting of the Stockholders of Health Net Incorporated. I am Roger F. Greaves, Chairman of the Board of Directors of Health Net, 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 and it’s now 10 O’clock Pacific Time and in accordance with the notice of the meeting, Health Net’s 2012 Annual Meeting of Stockholders is now called to order. If you are attending this meeting in person, please make sure you’ve 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. Jay? I’d also like to introduce the other members of the company’s Board of Directors who are here with us today. Please stand as you are introduced or wave your hand, Mary Anne Citrino, Theodore Craver, Vicki Escarra, Gale Fitzgerald, Patrick Foley, Bruce Willison, and Frederick Yeager.

Biographies and other information about each of our Directors including myself are 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 register public accounting firm for 2012 and their selection is being submitted to our stockholders for ratification of this meeting.

Now, we’ll turn the formal business of the annual meeting and both on the items presented in the proxy statement. After the polls are closed and while the board is being counted, Mr. Gellert will make some brief remarks about the company. At the conclusion of that report, boarding results we announced, we will then adjourn meeting and answer your questions.

I’ll now turn the podium over to Ms. Bouchard. Angelee, it's all yours.

Angelee Bouchard – Senior Vice President, General Counsel, and Corporate Secretary

Thank you, Roger. As you entered the meeting this morning, you should have received the copy of the agenda and the rules of conduct for this meeting. For each of you attending through the internet, the agenda and the rules of conduct are available on our website. We will conduct the meeting in accordance with the agenda and these rules to assure the meeting proceed in a fair, orderly, incredulous manner. There is time reserve for your questions and the reverse side of the agenda describes the procedures for the designated Q&A period at the meeting.

If you are attending a meeting in person, please hold your questions until the designated time. If you are attending the meeting via the internet, please follow the instructions on our website to submit your questions at the appropriate time. I’ll now briefly review certain procedural matters regarding organization of the meeting. We commenced mailing the notice of this meeting in proxy statement on or about April 6, 2012 to our stockholders record as of the close of business on March 28, 2012. Wells Fargo’s affidavit of the mailing will be filled with the records of this meeting.

Let’s the stockholders are entitled to vote at this meeting has been available to the past 10 days and is available at this meeting for examination by any stockholders. Martin Knapp of Wells Fargo Shareowner Services, the company’s transfer agent and registrar has been appointed to act as inspector of election for today’s meeting. Mr. Knapp’s oath as the inspector of election will be filed with the records of this meeting.

Mr. Knapp has informed us that they are present in person or by proxy at this meeting. Stockholders holding an aggregate of 78,810,997 shares of common stock, representing 94% of the outstanding shares of the common stock of the company entitled to vote at the meeting. Accordingly, a quorum is present at the 2012 Annual Meeting and it is duly properly and convened. The matters to be act as upon at this meeting are the three items listed in the company's proxy statement. The election of directors, the ratification of the selection of the Deloitte & Touche as the company's Independent Registered Public Accounting Firm for the year ending December 31, 2012 and the advisory vote on the compensation of the company's named executive officers.

The company has not received advance written notice of any other matters for consideration is required by the company's bylaws, so no other matters will be considered. We will now proceed with the opening of the polls and the votes. If you would like to vote by ballot at this meeting, please motion for one of our attendants to hand you a ballot. If you have already returned your proxy, submitted a proxy via the Internet, or telephone, or plan to hand in your proxy today, you do not need a ballot unless you wish to change your votes. Should anyone need a ballot? Okay.

So, now we move to the proposals. The first item to be considered is the election of nine director nominees as described in Proposal 1 of our proxy statement. If elected, each director will be elected to a one-year term or until the 2013 Annual Meeting of Stockholders. The following directors are standing for elections Ms. Citrino, Ms. Escarra, Ms. Fitzgerald, and Mr. Craver, Foley, Gellert, Greaves, Willison and Yeager.

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