ELEVANCE HEALTH INC (ELV)
Sector: Health Care
2026 Annual Meeting Analysis
ELEVANCE HEALTH INC · Meeting: May 13, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Directors
Against Analysis
ELV's stock has lost roughly a third of its value over the past three years while the company's own disclosed peer group returned a median of +84.6% over the same period — a gap of over 117 percentage points, far exceeding the 20-point trigger under our policy; the 5-year record is similarly weak (ELV -16.8% vs. peer median +76.0%), so the longer track record does not provide a mitigating offset, and Ms. Boudreaux has served as CEO and director since 2017, meaning she bears full accountability for this sustained underperformance.
Mr. Dixon has served on the board since 2011, giving him full accountability for ELV's severe three-year stock underperformance of -117.3 percentage points versus the company's own peers; the five-year record is equally weak, so the policy's mitigating check does not rescue a FOR vote, and no other exemption applies.
Ms. Strable joined the board in 2022 — more than 24 months ago — so she is not exempt from the TSR trigger, and ELV's catastrophic three-year underperformance of -117.3 percentage points versus its own disclosed peers triggers a AGAINST vote; while it is worth noting that meaningful underperformance was already underway when she joined (offering some mitigating context), the five-year record provides no relief, and the policy requires applying the trigger for directors with tenure beyond the 24-month exemption window.
For Analysis
All three nominees are subject to the TSR underperformance trigger: ELV's 3-year total return of -32.7% trails the company's own disclosed compensation peer group median of +84.6% by 117.3 percentage points, far exceeding the 20pp threshold applicable when absolute 3-year TSR is negative. The 5-year record (ELV -16.8% vs. peer median +76.0%, gap -92.8pp) also exceeds the threshold, so the 5-year mitigant does not apply. All three nominees receive AGAINST votes. For Strable, it is noted she joined the board in 2022 when underperformance was already in progress, but her tenure exceeds the 24-month exemption and the policy does not provide a full waiver.
Say on Pay
✓ FORCEO
Gail Boudreaux
Total Comp
$22,582,314
Prior Support
92%%
The prior Say on Pay vote received approximately 92% support in 2025, well above the 70% threshold that would require a AGAINST vote absent remediation. The pay structure is heavily weighted toward variable compensation — roughly 79% of the CEO's target pay consists of equity awards and performance-based bonuses, comfortably exceeding the 50-60% policy minimum for variable pay — and the annual bonus paid out at only 86.5% of target because the company missed its primary profitability goal, demonstrating that the incentive plan actually withheld pay when financial results fell short. While ELV's stock has significantly underperformed peers (which supports AGAINST votes for directors), the incentive pay question is whether above-benchmark variable pay was paid despite underperformance: here the AIP was reduced below target and the prior three-year performance stock awards paid out at only 62.5% of target, showing the incentive structure responded to weak results, and the pay level does not appear materially above benchmark for a company and role of this type.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$17,963,266
Non-Audit Fees
$3,997,521
Non-audit fees (audit-related fees of $3,265,705 plus tax fees of $731,816, totaling approximately $3,997,521) represent about 22% of audit fees ($17,963,266), well below the 50% threshold that would trigger a AGAINST vote; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; EY is a Big 4 firm fully appropriate for a company of ELV's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Requesting an Independent Study on the Impact of Prohibiting Corporate Contributions to Partisan 527 Tax-Exempt Political Groups
Trillium ESG Global Equity Fund is a recognized ESG-focused advocacy filer whose proposals consistently advance progressive political goals rather than neutral fiduciary concerns, placing it in the ideological-progressive category under our policy, which requires a AGAINST vote regardless of the proposal's surface framing. Even evaluating the merits independently, the company already discloses its political contribution policies and individual contributions in an annual Political Contributions & Related Activity Report, has earned a 'Trendsetter' ranking in the CPA-Zicklin Index for disclosure practices, and the Governance Committee conducts annual oversight reviews — meaning the incremental informational value of the requested study is low. The symmetry rule in our policy means that ideological motivation from either direction disqualifies a proposal, and this one would not be submitted by a neutral fiduciary investor solely concerned with shareholder value.
Overall Assessment
The 2026 Elevance Health annual meeting features four proposals; the most significant governance concern is ELV's severe and sustained stock underperformance — down roughly 33% over three years while the company's own peer group returned a median of +85% — which triggers AGAINST votes for all three director nominees under the TSR underperformance policy. The Say on Pay vote earns a FOR because the incentive plan demonstrated meaningful pay-for-performance discipline (AIP at 86.5% of target; three-year performance stock awards at 62.5% of target), auditor ratification passes cleanly on fee ratio grounds, and the sole stockholder proposal is submitted by an ideological-progressive filer and receives an AGAINST vote.
Compensation Peer Group
48 companies disclosed in 2026 proxy filing