Form 8-K Dated November 10, 2005

8-K 1 form8k_11102005.htm FORM 8-K DATED NOVEMBER 10, 2005 Form 8-K Dated November 10, 2005

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)

November 10, 2005 (November 7, 2005)

COVENTRY HEALTH CARE, INC.

(Exact name of registrant as specified in its charter).

Delaware		1-16477		52-2073000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817

(Address of principal executive offices) (Zip Code)

(301) 581-0600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre–commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 24(b))

o Pre–commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 24(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 – Entry into a Material Definitive Agreement

On November 7, 2005, the Compensation Committee of the Board of Directors of Coventry Health Care, Inc. finalized certain increases in the compensation of non-employee directors, effective January 1, 2006. A schedule setting forth the new compensation amounts is attached to this Form 8-K as exhibit 10.1.

SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS

ITEM 9.01 – Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
10.1		Non-Employee Director Compensation Schedule effective January 1, 2006

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COVENTRY HEALTH CARE, INC.

		By: /s/ Shawn M. Guertin
		Shawn M. Guertin
		Executive Vice President, Chief Financial Officer and Treasurer

		Dated: November 10, 2005

Exhibit Index

Exhibit No.		Description of Exhibit
10.1		Non-Employee Director Compensation Schedule effective January 1, 2006