Elevance Health | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>Elevance Health</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Annual Board Election </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders ask that Elevance Health arrange for an advisory vote on each director who does not stand for election in a given year.</p>
<p><strong>SUPPORTING STATEMENT</strong>: </p>
<p dir=”ltr”>This proposal is necessary because Elevance Health directors have 3-year terms. Plus Elevance Health staunchly claims in effect and in briefs filed with the Securities and Exchange Commission that the founders of Elevance Health were so opposed to shareholder engagement regarding director elections that they made it impossible to have annual election of each director.</p>
<p dir=”ltr”>This a workaround to such fierce Elevance Health opposition to shareholder input in the founding bones of Elevance Health. This proposal requests that there be an advisory vote on each director who does not stand for election in a given year.</p>
<p dir=”ltr”>This is similar to the advisory vote on executive pay that Elevance Health conducts.</p>
<p dir=”ltr”>This proposal will focus Elevance Health shareholders on the performance and qualifications of each Elevance Health director each year so that Elevance Health shareholders will be better prepared to cast informed votes when directors are up for a binding shareholder vote in year three. </p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Focus Area:</strong>
<p>Political Contributions </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>Partisan Political Spending Study</strong> </p>
<p><strong>Resolved</strong>: Shareholders request that the board (at reasonable cost, within a reasonable time, and excluding confidential/proprietary information) commission, oversee, and publish an independent study which examines the impact on the company, of adopting a policy prohibiting the use of corporate funds for direct contributions to partisan 527s. The study should provide, at the board’s discretion, recommendations, and potential next steps. </p>
<p><strong>Supporting Statement:</strong> This request is limited to contributions to partisan 527s (527s are U.S. tax-exempt group organized under Section 527 of the Internal Revenue Code primarily created to influence the selection, nomination, election, appointment, or defeat of candidates for public office), such as, for example, to the Republican Attorneys General Association, the Democratic Governors Associations, the Republican State Leadership Committee, or<strong> </strong>the Democratic Legislative Campaign Committee – not individual candidate or ballot measure campaigns.  </p>
<p><strong>Whereas: </strong> </p>
<p>Public companies and their trade associations’ donations comprise approximately 40 percent of the $2.5 billion raised by six major (see above) partisan 527s between 2010-2024.1 Corporate executives direct corporate treasury activities – therefore, these contributions reflect their decisions on behalf of the corporation, which is owned by the shareholders. Companies lack control over funds post-contribution and partisan 527s could redirect them to support activities that the company did not intend to support – potentially raising reputational and other risks. Given the overtly partisan nature of partisan 527 activities, these risks may outweigh the perceived benefits to the company. In fact, we believe that by eliminating contributions to partisan 527s the company can credibly demonstrate it is not getting involved in the political fray.  </p>
<p>According to a 2024 Center for Political Accountability report, from 2010 to 2024, Elevance contributed over $1.3 million to the Republican Governors Association and over $9 million to the Republican Governors Association.2 </p>
<p>Former chief justice of the Delaware Supreme Court Leo Strine and Professor Dorothy Lund argued in the Harvard Business Review against corporate political contributions writing “Because political donations are controlled by managers, and because no corporate stakeholders, including shareholders, base their relationship with a company on the expectation that it will use its entrusted capital for political purposes, corporate political spending cannot reflect the diverse preferences and views of those stakeholders. Even the classic justification that corporate donations maximize shareholder wealth is on shaky ground: Emerging evidence suggests that they can destroy value by suppressing innovation and distracting managers from more-pressing tasks.”3 </p>
<p>They point to a study of corporate political activity in the form of lobbying and PAC spending by S&P 500 companies from 1998 to 2004 which found that it was strongly and negatively related to company value. This suggests that ceasing partisan political spending does not necessarily put a company at a competitive disadvantage.4 </p>
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<p>[1]https://www.politicalaccountability.net/wp-content/uploads/2024/08/Corporate-Underwriters-Where-the-Rubber-Hits-the-Road.pdf</p>
<p>[1] Id.</p>
<p>[1] https://hbr.org/2022/01/corporate-political-spending-is-bad-business</p>
<p>[1] https://dash.harvard.edu/bitstream/handle/1/30064396/Coates_684.pdf?sequence=1&isAllowed=y</p>

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<div class=”views-field views-field-nothing”><span class=”field-content”> Jonas Kron</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Trillium Asset Management Corporation</span></div>
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<strong>Company:</strong>
<p>Elevance Health</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Human Rights & Worker Rights </p>
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<strong>Focus Area:</strong>
<p>Racial Justice </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p>BE IT RESOLVED: Shareholders request that Elevance Health Inc report on the effectiveness of diversity, equity, and inclusion efforts to create a workplace where all employees can contribute to the Company’s success. This disclosure should be done at reasonable expense, exclude proprietary information, and provide quantitative metrics for hiring, promotion, and retention rates of employees, including data by gender, race, and ethnicity.</p>
<p>SUPPORTING STATEMENT: Quantitative data is sought so investors can assess and compare the effectiveness of companies’ diversity, equity, and inclusion programs. It is advised that this content be provided through Elevance’s existing sustainability reporting infrastructure. A specific, independent report is not requested.</p>
<p>WHEREAS: Gender and racial discrimination are prohibited under the Civil Rights Act of 1964. Research indicates that investors benefit from companies with more diverse management. As examples:</p>

McKinsey studies have consistently found that companies with higher diversity incorporate leadership are more likely to outperform peers on profitability. This includes a 39 percent greater likelihood of outperformance for companies in the top quartile for diverse executive teams, versus those in the bottom quartile.1
Researchers from Whistle Stop Capital and As You Sow reviewed the manager diversity of over 1,600 companies. Statistically significant positive correlations were found for financial performance indicators, including: return on equity, return on invested capital, revenue growth, and, as illustrated above, share price performance. Researchers found that the positive relationship betweenmanagement diversity and financial performance was particularly strong in thehealth care sector.2

<p>A 2024 meta-analysis found that companies with diversity and inclusion initiatives experience a range of benefits that include increased innovation, enhanced employee engagement and satisfaction, and improved decision-making.3</p>
<p>Companies need to protect their workplace against discrimination; and investors must have meaningful data to monitor their effectiveness in doing so. Unfortunately, studies have also shown that diverse employees face barriers in recruitment, hiring, and promotion.4</p>
<p>Elevance has not yet shared sufficient hiring, promotion, or retention data to assess whether it will be able to build, utilize, and maintain successful, diverse management teams. Between 2021 and 2024, there was a 263 percent increase in promotion rate disclosure, a 189 percent increase in hiring rate disclosure, and a 175 percent increase in retention rate disclosure.5 Companies that release or have committed to release more diversity and inclusion data than Elevance include, but are not limited to: AmEx, Bank of America, Bank of New York Mellon, Baxter International, Biogen, CVS Health, DiscoverFinancial Services, KKR, and Thermo Fisher Scientific.</p>
<p>1https://www.mckinsey.com/featured-insights/diversity-and-inclusion/diversity-matters-even-more-the-case-for-holistic-impact</p>
<p>2 https://www.asyousow.org/report-page/workplace-diversity-and-financial-performance</p>
<p>3 https://www.researchgate.net/publication/380115625_ENHANCING_ORGANIZATIONAL_PERFORMANCE_THROUGH_DIVERSITY_AND_INCLUSION_INITIATIVES_A_META-ANALYSIS</p>
<p>4 https://www.bloomberg.com/opinion/features/2024-07-29/white-men-the-most-likely-to-get-hired-even-with-dei-finds-research;https://mitsloan.mit.edu/ideas-made-to-matter/women-are-less-likely-men-to-be-promoted-heres-one-reason-why</p>
<p>5 https://www.asyousow.org/our-work/social-justice/workplace-equity/</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Meredith Benton</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>As You Sow</span></div>
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Resolution Details

Company:

Elevance Health

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Political Contributions

Status:

Filed

Resolution Text

RESOLVED: The shareholders of Elevance Health, Inc. (“Elevance” or “Company”) ask the Company to adopt a policy requiring that, prior to making a donation or expenditure that supports the political activities of any trade association, social welfare organization, or entity organized and operated primarily to engage in political activities, Elevance will require that the organization report, at least annually, the organization’s expenditures for political activities, including the amount spent and the recipient, and that each such report be posted on Elevance’s website.

For purposes of this proposal, “political activities” are (i) influencing or attempting to influence the selection, nomination, election, or appointment of any individual to a public office; or (ii) supporting a party, committee, association, fund, or other organization organized and operated primarily for the purpose of directly or indirectly accepting contributions or making expenditures to engage in the activities described in (i). This proposal does not encompass lobbying spending.

SUPPORTING STATEMENT: Our company must act on its fiduciary responsibility to monitor its political spending and the accompanying risks more closely. Too often corporate leaders fail to fully assess and scrutinize the ultimate beneficiaries of political contributions from corporate treasury funds. This oversight constitutes a lapse in corporate officers’ duty of care to protect and advance the interests of a company and its shareholders.

This duty is ever more crucial as corporate political engagement is increasingly scrutinized by the media, employees, investors, regulators, and consumers. This new reality has exponentially increased the financial risks companies face when their political spending directly or indirectly associates their brand with controversial political issues and outcomes and claims of corruption. Further, when companies donate to third-party groups, they typically lose the ability to control or to know how their money is eventually spent.

Companies can no longer give to politically active groups without paying close attention to the consequences or to what their political spending might enable.

Public records show Elevance has contributed at least $12.75 million in corporate funds to third-party groups dating to the 2010 election cycle. Beneficiaries of this spending have been tied to attacks on voting rights, efforts to deny climate change, efforts to impose extreme restrictions on abortion, and even the attempted insurrection at the U.S. Capitol – associations many companies wish to avoid.

It is unclear whether Elevance and its board received sufficient information from these groups to assess (a) the potential risks for the Company and stockholders, and (b) whether the groups’ expenditures aligned with Elevance’s core values, business objectives, and policy positions.

Our company must look behind the curtain and demand to know how our money is spent and what risks our company is assuming. Mandating reports from third-party groups receiving political money from Elevance would demonstrate the Company’s commitment to robust risk management and responsible civic engagement.

We urge a vote FOR the commonsense risk management measures in this proposal.

Resolution Details

Company:

Elevance Health

Year:

2023

Issue Area:

Human Rights & Worker Rights

Focus Area:

Racial Justice

Status:

Withdrawn for Agreement

Resolution Text

Resolved: Shareholders urge the board of directors to oversee a third-party audit (within a reasonable time and at a reasonable cost, and consistent with the law) which assesses and produces recommendations for improving the civil rights impact of its policies, practices, products, and services. Input from stakeholders, including civil rights organizations, employees, and customers, should be considered in determining the specific matters to be assessed. A report on the audit, prepared at reasonable cost and omitting confidential/proprietary information, should be published on the company’s website.

Whereas: Black and Native Americans have higher death rates than white people across a variety of illnesses.1 Black and Latina women, even in higher income brackets, also face higher preconception and maternal health risks than other groups.2 One study found “a potential economic gain of $135 billion per year if racial disparities in health are eliminated, including $93 billion in excess medical care costs and $42 billion in untapped productivity.”3 Elevance committed $50 million to “combat racial injustice, strengthen communities, and address health inequities” among other initiatives, but it has not conducted an outside assessment of its current and potential civil rights impacts.4

Although algorithms increase efficiencies, they should be vetted to prevent algorithmic bias. Optum, a UnitedHealth Group subsidiary, used an algorithm that reportedly referred equally sick Black people to care less frequently than white people.5 We believe an analysis of Elevance’s algorithms and proxy factors is necessary as similar biases may exist. Opaque data collection practices by health insurance companies raise the possibility of discrimination and pose reputational and legal risk.6 New York’s Financial Services and Health departments launched an investigation of Optum after the results of the study were published.7

Elevance’s executive committee also appears to lack racial diversity and its reporting demonstrates a decrease since 2019. Moreover, managerial racial diversity has stayed flat since 2019. The 2021 EEO-1 report shows just 3.2 percent Hispanic and 4.6 percent Black executives compared to 79.7 percent white executives. Elevance’s strategy to address the lacking diversity remains unclear to shareholders without public targets.

Beyond race, Elevance should examine its approach to transgender-inclusive care to avoid future legal risk. In September 2022, Elevance’s Anthem Blue Cross in California was reportedly found out of compliance by the California Department of Managed Health Care after a transgender patient submitted a complaint.8 Insurers such as Elevance are requiring manual overrides for transgender patients seeking care, causing additional stress and burden on a marginalized population.

Lastly, Elevance has supported political candidates such as Young Kim of California who voted against HR 8296 Women’s Health Protection Act of 2022 and HR 8373 Right to Contraception Act.9 Bills such as these address health disparities for women.

We urge the company to conduct a civil rights audit to examine its total impact and help dismantle systemic injustices.

1 https://minorityhealth.hhs.gov/omh/browse.aspx?lvl=3&lvlid=61, https://www.kff.org/racial-equity-and-health-policy/issue- brief/disparities-in-health-and-health-care-5-key-question-and-answers/

2 https://www.nytimes.com/2020/08/06/nyregion/childbirth-Covid-Black-mothers.html .

3 https://altarum.org/RacialEquity2018

4 https://philanthropynewsdigest.org/news/anthem-commits-50-million-for-racial-justice-health-equity

5 https://www.nature.com/articles/d41586-019-03228-6

6 https://www.propublica.org/article/health-insurers-are-vacuuming-up-details-about-you-and-it-could-raise-your-rates , https://www.nejm.org/doi/10.1056/NEJMms2004740

7 https://www.fiercehealthcare.com/payer/new-york-to-probe-algorithm-used-by-optum-for-racial-bias

8 https://khn.org/news/article/medical-coding-creates-barriers-to-care-for-transgender-patients/

9 https://justfacts.votesmart.org/candidate/key-votes/151787/young-kim/?p=2, https://www.antheminc.com/cs/groups/wellpoint/@wp_about_government/documents/wlp_assets/d19n/mzk3/~edisp/2021%20Anthem%20Political%20Giving%20and%20Related%20Activity%20Report%20FINAL.pdf

Resolution Details

Company:

Elevance Health

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Political Contributions

Status:

Vote

Vote Percentage:

8.10%

Resolution Text

RESOLVED: The shareholders of Elevance Health, Inc. (“Elevance” or “Company”) ask the Company to adopt a policy requiring that any trade association, social welfare organization, or organization organized and operated primarily to engage in political activities that seeks financial support from Elevance agree to report to Elevance, at least annually, the organization’s expenditures for political activities, including the amount spent and the recipient, and that each such report be posted on Elevance’s website.

Supporting Statement

As long-term Elevance shareholders we support transparency and accountability in corporate electoral spending, including the indirect political spending that is the subject of this proposal. Misaligned or non-transparent funding creates reputational risk that can harm shareholder value. It can also place a company in legal jeopardy. Unless a company knows which candidates and political causes its funds ultimately support, it cannot assure shareholders, employees, or other stakeholders that its spending aligns with core values, business objectives, and policy positions. Without the information requested by this resolution, none of the board, senior management, or shareowners can assess the risks associated with political spending.

The risks are especially serious when giving to trade associations, Super PACs, 527 committees, and “social welfare” organizations – groups that routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish to support. The Conference Board’s 2021 “Under a Microscope” report[1] details these risks, discusses how to effectively manage them, and recommends the process suggested in this proposal.

Media coverage has amplified the risk a company’s blind spending can pose. Corporate spending has been tied to attacks on voting rights and efforts to deny climate change – associations many companies wish to avoid. Contributions to third-party groups can also embroil companies in scandal. For instance, FirstEnergy Corp was tainted when it contributed to a political advocacy organization that later pled guilty to the state’s largest bribery scheme. FirstEnergy’s stock price dropped, and the scandal led to the resignation of several top officers.

Public records show that the corporation currently known as Elevance has contributed at least $12.7 million in corporate funds to third-party groups since 2010. It is unclear whether Elevance and its board received sufficient information from these groups to assess (a) the potential risks for the Company and stockholders, and (b) whether the groups’ expenditures aligned with Elevance’s core values, business objectives, and policy positions.

Mandating reports from third-party groups receiving Elevance’s political money would demonstrate the Company’s commitment to robust risk management and responsible civic engagement.

We urge a vote FOR the commonsense risk management measures contained in this proposal.

[1] https://www.conference-board.org/topics/corporate-political-activity/Under-a-Microscope-A-New-Era-of-Scrutiny-for-Corporate-Political-Activity

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