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Shareholders Approve AnthemWellPoint Deal

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Most shareholders of Anthem Inc. and WellPoint Health Networks Inc. have approved the companies’ proposed $16 billion merger.[@@]

About 97% of the shareholders of WellPoint, Thousand Oaks, Calif., and 97% of the shareholders of Anthem, Indianapolis, who were represented at special meetings voted in favor of the deal, the managed care companies report.

California Insurance Commissioner John Garamendi has complained in recent days about the possibility that some WellPoint executives might receive large payouts as a result of the terms of their compensation contracts and that Anthem might prove to be less committed to the California health insurance market than WellPoint has been.

The California Public Employees’ Retirement System, a large California pension plan with more than 700,000 shares of WellPoint stock and more than 600,000 shares of Anthem stock, also has questioned the WellPoint executive compensation arrangements.

But Anthem and WellPoint have received approvals for the deal in 10 of the 11 states in which they have had to apply for approvals.

Institutional Shareholder Services Inc., Rockville, Md., a proxy vote advisory service that has objected to some other deals because of complaints about excessive executive compensation provisions, has argued that institutional voters ought to vote for the Anthem/WellPoint deal because it is “attractive” despite “arguably excessive compensation awarded to key executives in the past.”

Anthem Chairman Larry Glasscock, who would be president of the combined company, and WellPoint Chairman Leonard Schaeffer, who would be chairman of the combined company, have welcomed the results of the shareholder vote.

The deal “will produce significant cost savings and will better position us to keep health care affordable for millions of members,” Glasscock says in his statement.