Health Net, Inc. (NYSE:HNT) announced that its board of directors
amended the company’s bylaws and unanimously adopted a majority voting
standard for the election of directors.
"This is another important step in our ongoing effort to make certain
our corporate governance policies are responsive to fundamental issues
of fairness and good practice,” said Roger Greaves, chairman of Health
Net’s board of directors.
"We continue to examine additional steps that could further enhance
governance and, at the same time, ensure stability and continuity,”
Greaves added.
Health Net’s amended bylaws now require that a director nominee must
receive a majority of votes cast "for” to be elected to the board in an
uncontested election. In addition, the board adopted a policy that
requires any incumbent nominee who fails to receive a majority of the
votes cast in an uncontested election to tender his or her resignation.
The board would then determine whether to accept the resignation. The
rationale for its decision will be publicly disclosed. The amended
bylaws will be applicable beginning with Health Net’s annual meeting to
be held May 12, 2010.
About Health Net
Health Net, Inc. is among the nation’s largest publicly traded managed
health care companies. Its mission is to help people be healthy, secure
and comfortable. The company’s health plans and government contracts
subsidiaries provide health benefits to approximately 6.1 million
individuals across the country through group, individual, Medicare,
Medicaid and TRICARE and Veterans Affairs programs. Health Net’s
behavioral health subsidiary, MHN, provides mental health benefits to
approximately 6.5 million individuals in all 50 states. The company’s
subsidiaries also offer managed health care products related to
prescription drugs, and offer managed health care product coordination
for multi-region employers and administrative services for medical
groups and self-funded benefits programs.
For more information on Health Net, Inc., please visit the company’s Web
site at www.healthnet.com.
Cautionary Statements
All statements in this press release, other than statements of
historical information provided herein, may be deemed to be
forward-looking statements and as such are subject to a number of risks
and uncertainties. These statements are based on management’s analysis,
judgment, belief and expectation only as of the date hereof, and are
subject to uncertainty and changes in circumstances. Without limiting
the foregoing, statements including the words "believes,” "anticipates,”
"plans,” "expects,” "may,” "should,” "could,” "estimate,” "intend” and
other similar expressions are intended to identify forward-looking
statements. Actual results could differ materially due to, among other
things, costs, fees and expenses related to the post-closing
administrative services to be provided under the administrative services
agreements entered into in connection with the sale of our Northeast
business; potential termination of the administrative services
agreements by the service recipients should we breach such agreements or
fail to perform all or a material part of the services required
thereunder; any liabilities of the Northeast business that were incurred
prior to the closing of its sale as well as those liabilities incurred
through the winding-up and running-out period of the Northeast business;
potential termination of our TRICARE North operations; potential health
care reform; rising health care costs; continued recessionary economic
conditions or a further decline in the economy; negative prior period
claims reserve developments; trends in medical care ratios; unexpected
utilization patterns or unexpectedly severe or widespread illnesses;
membership declines; rate cuts affecting our Medicare or Medicaid
businesses; litigation costs; regulatory issues; operational issues;
investment portfolio impairment charges; volatility in the financial
markets; and general business and market conditions. Additional factors
that could cause actual results to differ materially from those
reflected in the forward-looking statements include, but are not limited
to, the risks discussed in the "Risk Factors” section included within
the company’s most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission ("SEC”), and the risks discussed in
the company’s other filings with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements. The company
undertakes no obligation to publicly revise any of its forward-looking
statements to reflect events or circumstances that arise after the date
of this release.
