—IMPORTANT—

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE PAID ENVELOPE OR VOTE ON THE INTERNET OR BY TELEPHONE. IF YOU ATTEND THE ANNUAL MEETING AND PROVIDE APPROPRIATE DOCUMENTATION, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. THANK YOU FOR VOTING PROMPTLY.

These materials are being sent to you on behalf of our Board of Directors (the “Board of Directors” or the “Board”). You are receiving these materials because you are a stockholder of WellCare that is entitled to receive notice of the 2014 Annual Meeting of Stockholders (“Annual Meeting”) and to vote on matters that are properly presented at the Annual Meeting.

Our stockholders meet annually to elect directors and to make decisions about other matters that are presented at the Annual Meeting. In addition, management will report on the performance of the Company and respond to questions from stockholders.

If you designate another person to vote your shares, that other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. If you complete the enclosed proxy card to give us your proxy, you will have designated Thomas Tran, the Company’s Chief Financial Officer, and Lisa Iglesias, the Company’s Secretary, or such other individuals as the Board may later designate, as your proxies to vote your shares as directed.

This proxy statement provides information regarding matters to be voted on by stockholders at the Annual Meeting and other information regarding the governance of the Company.

The Annual Meeting will be held at 10:00 a.m., Eastern Time, May 28, 2014, in the Renaissance Centre building at WellCare’s corporate headquarters, 8745 Henderson Road, Tampa, Florida 33634. Signs will be posted to direct stockholders to the meeting room in the

Renaissance Centre, as well as to parking which will be available by the building located at 8735 Henderson Road or in Garage A.

This means that you have multiple accounts holding WellCare shares. These may include: accounts with our transfer agent, Computershare Trust Company, N.A. (“Computershare”); accounts holding shares that you have acquired under the Company’s stock plans; and accounts with a broker, bank or other holder of record. Please vote all proxy cards and voting instruction forms that you receive with each package of proxy materials to ensure that all of your shares are voted.

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Availability Notice”) to some of our stockholders. If you received an Availability Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. The Availability Notice will tell you how to access and review the proxy materials on the Internet at www.proxyvote.com. The Availability Notice also tells you how to access your proxy card to vote on the Internet. If you received an Availability Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions on the Availability Notice.

The record date for the Annual Meeting is March 31, 2014. Holders of the Company’s common stock at the close of business on the record date are entitled to receive notice of the Annual Meeting and to vote at the meeting.

Yes. A quorum is the minimum number of shares that must be present to conduct business at the Annual Meeting. The quorum requirement is the number of shares that represent a majority of the outstanding shares of the Company as of the record date. Shares necessary to meet the quorum requirement may be present in person or represented by proxy. There were 43,858,148 shares of our common stock issued and outstanding on the record date. Therefore, at least 21,929,075 shares of our common stock must be present in person or represented by proxy at the Annual Meeting to satisfy the quorum requirement.

Your shares will be counted to determine whether there is a quorum if you submit a valid proxy card or voting instruction form, give proper instructions over the telephone or on the Internet, or attend the Annual Meeting in person. Pursuant to Delaware law, proxies received but marked as abstentions and broker non-votes (which are discussed in Question 16 below) are counted as present for purposes of determining a quorum.

You can vote if you were a stockholder of the Company at the close of business on the record date of March 31, 2014.

Many WellCare stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Each share of common stock outstanding on the record date is entitled to one vote on each matter properly presented at the Annual Meeting. Stockholders do not have a right to cumulate their votes for directors.

Broadridge Investor Communication Solutions, Inc. (“Broadridge”) was appointed by our Board of Directors to tabulate the vote and act as Inspector of Election. Information about Broadridge is available at www.broadridge.com.

Registered stockholders: There are four ways you can cast your vote:

Beneficial owners: Your proxy materials should include a voting instruction form from the institution holding your shares. There are up to four ways you can cast your vote:

Please contact the institution holding your shares for additional information.

Proposal 1: Directors will be elected by a majority of votes cast, which means a majority of the votes actually cast “for” or “against” this particular proposal, whether in person or by proxy.

Proposal 2: Proposal 2 will pass if approved by the affirmative vote of a majority of our common stock outstanding.

Proposals 3 and 4: Proposals 3 and 4 will pass with the votes of a majority of the voting power present or represented by proxy. The voting power present or represented by proxy means the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

A broker non-vote (a broker non-vote is explained in the answer to Question 16) on a proposal is considered a share not entitled to vote on that proposal and is not a vote cast. Accordingly, a broker non-vote will have the effect of a negative vote on Proposal 2 and no effect on the vote outcome of any of the other proposals.

Abstentions are considered shares entitled to vote on a proposal but are not considered as having been cast “for” or “against” a proposal. Therefore, abstentions will have no effect on Proposal 1; for all other proposals, abstentions have the same effect as an “against” vote.

Discretionary voting by brokers will be permitted by the New York Stock Exchange (“NYSE”) only in connection with Proposal 3. Discretionary voting is explained in the answer to Question 16.

Registered stockholders: If you are a registered stockholder and you return your signed proxy card, your shares will be voted as you designate on the proxy card. If you do not return your voted proxy card, vote by phone or the Internet, or if you submit your proxy card with an unclear voting designation, your shares will not be voted. If you return your signed proxy card and do not provide a voting designation, your shares will be voted FOR the election of all director nominees listed in Proposal 1; FOR Proposals 2, 3 and 4; and in the discretion of the proxy holders as to any other matters that arise at the Annual Meeting.

Beneficial owners: In limited instances, your shares may be voted if they are held in the name of a broker, bank or other intermediary, even if

you do not provide the holder with voting instructions. This is called “discretionary voting.” Brokerage firms and banks generally have the authority, under NYSE rules, to vote shares on certain “routine” matters for which their customers do not provide voting instructions. Of the four proposals scheduled to be presented at the Annual Meeting, only Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm, is considered a routine matter under the NYSE’s rules. Proposals 1, 2 and 4, and any other matter that may be presented at the Annual Meeting, are not considered routine. When a proposal is not a routine matter and the institution holding the shares has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the institution cannot vote the shares on that proposal. This is called a “broker non-vote.” In tabulating the voting result for any particular proposal, shares represented at the Annual Meeting that constitute broker non-votes will not be included in vote totals. As a result, they will have the same effect as a negative vote on Proposal 2 and no effect on the outcome of any other vote.

Yes, if you vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting.

You may do this by:

If you are a beneficial owner of our stock you must obtain a legal proxy from the institution holding your shares to vote in person at the Annual Meeting.

We intend to announce preliminary voting results at the Annual Meeting and publish voting results on a Current Report on Form 8-K within four business days after the conclusion of the Annual Meeting. The Form 8-K will be accessible at the SEC’s website at www.sec.gov or on our website at www.wellcare.com. In addition, we will also post voting results online at www.wellcare.com /stockholdermeeting.

This proxy solicitation is being sent on behalf of our Board of Directors and the Company will bear the cost of this proxy solicitation, including reimbursing banks and brokers for reasonable expenses of sending out proxy materials to beneficial owners.

You may call Investor Relations at (813) 206-3916, e-mail Investor Relations at investorrelations@wellcare.com or call the Office of the Secretary at (813) 206-1393.

Ten individuals have been nominated for election at the 2014 Annual Meeting of Stockholders, each to hold office until the 2015 Annual Meeting or until a successor has been duly elected and qualified. All of the nominees listed below are currently directors of the Company and all but Richard C. Breon were elected at the 2013 Annual Meeting of Stockholders. Mr. Breon was appointed to the Board of Directors in September 2013.

Unless otherwise directed, the holders of proxies intend to vote all proxies FOR the election of all the director nominees listed below. If any nominee becomes unavailable for any reason, or if a vacancy should occur before the election, the holders of proxies may vote for the election of such other person as may be recommended by the Board of Directors. In accordance with our bylaws, directors must receive a majority of the votes cast on this proposal to be elected.

Qualifications

The Board evaluates each director candidate on his or her individual merits and values many different types of contributions. However, the Board considers the following to be key attributes for Company directors:

Leadership / Executive Experience: The Board believes experience in executive and other leadership roles is valuable to the Company in connection with setting goals and strategy. This type of expertise includes experience with strategic transactions, enterprise risk management, other public companies, restructuring and leadership. This expertise is important to help the Company optimize its operations and in connection with the evaluation of potential acquisitions and other strategic transactions. Directors with leadership experience also help us prioritize and anticipate challenges before we encounter them. Directors with this type of

experience are particularly valuable as we pursue our strategic priorities of delivering prudent, profitable growth and achieving service excellence.

Financial Expertise: The Board believes financial expertise is vital for the Board to perform its oversight responsibilities. Financial management experience and expertise with accounting and control processes are examples of financial expertise. Directors with financial expertise are able to review the Company’s financial statements and business plans critically and can offer valuable guidance in connection with our financing activities. Directors with this type of expertise are particularly valuable as we pursue our strategic priority of optimizing financial performance.

Industry Experience: Our industry is complex and rapidly evolving. Industry experience includes expertise with health care operations, health care technology, insurance and other experience. Directors with industry experience help the Company to stay abreast with industry best practices and innovations and help us to benchmark our practices against those of our competitors. Directors with this type of experience are particularly valuable as we pursue our strategic priorities of improving health care quality and access and achieving service excellence.

Government / Regulatory Expertise: As a company that specializes in offering health care plans to government programs, we are highly regulated at both the state and the federal level. Directors with government, compliance and regulatory expertise help us to identify risks and have valuable insight as we evaluate new government programs and the regulatory landscape in which we operate. Directors with this type of experience are particularly valuable as we pursue our strategic priorities of delivering prudent, profitable growth and achieving service excellence.

Our board of directors has adopted a resolution approving and recommending to the stockholders for their approval a proposal to add a new Article X of the Company’s Amended and Restated Certificate of Incorporation to provide that, with certain exceptions, a court in the State of Delaware be the exclusive forum for certain legal actions (the “Article X Amendment”).

The form of the Article X Amendment is as follows:

“The following is hereby added as Article X of the Amended and Restated Certificate of Incorporation of the Corporation:

ARTICLE X

EXCLUSIVE FORUM SELECTION

Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or other agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Company’s Certificate of Incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court of the District of Delaware). The Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court of the District of Delaware) shall have the fullest authority allowed by law to issue an anti-suit injunction to enforce this forum selection clause and to preclude suit in any other forum. Any person who, or entity that, purchases or otherwise acquires an interest in stock of the Corporation will be

deemed (i) to have notice of, and agree to comply with, the provisions of this Article X, and (ii) to consent to the personal jurisdiction of the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another court of the State of Delaware, or if no court of the State of Delaware has jurisdiction, the federal district court for the District of Delaware) in any proceeding brought to enjoin any action by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Article X.

If any provision contained in this Article X is held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article X (including, without limitation, each portion of any sentence of the new Article containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.”

Summary

If this proposal is approved, a stockholder bringing a claim subject to Article X will be required to bring that claim in the Court of Chancery in the State of Delaware. If the Court of Chancery does not have jurisdiction for the claim, then the claim must be brought in another state court in the State of Delaware. If no state court located within the State of Delaware has jurisdiction, then the claim must be brought in the federal district court in the District of Delaware.

In addition, the stockholder bringing a claim subject to Article X may be required by that provision to bring other related claims in the Court of Chancery (or a state or federal court in the State of Delaware if the Court of Chancery does not have jurisdiction), even if such other related claims do not fall within one of the enumerated categories set forth in

clauses (i) through (iv) in Article X. However, any such other related claim will not have to be brought in the Court of Chancery (or such other Delaware court) if:

The Company may decide that it is in the best interests of the Company and its stockholders to bring an action in a forum other than the Court of Chancery (or a state or federal court in the State of Delaware if the Court of Chancery does not have jurisdiction), and it may consent in writing to the selection of an alternative forum.

The proposal provides that the applicable Delaware court will have the fullest authority allowed by law to issue an anti-suit injunction to enforce this provision. In addition, any person who acquires an interest in the stock of the Company will be deemed to have notice of this provision and consent to personal jurisdiction in the applicable Delaware court.

Article X would not apply to claims brought against the Company except for those enumerated in Article X.

Background and Reasons for the Proposed Amendment

This amendment is intended to assist the Company in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise, and should promote efficiency and cost-savings in the resolution of such claims. The Board of Directors believes that Delaware courts are best suited to address disputes involving such matters given that the Company is incorporated in Delaware, Delaware law generally applies to such matters and

the Delaware courts have a reputation for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes which help provide relatively quick decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders and the Company with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state courts or federal district court located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions.

In addition, this amendment would promote judicial fairness and avoid conflicting results, as well as make the Company’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery.

For these reasons, the Board of Directors believes that providing for Delaware as the exclusive forum for the types of disputes described above is in the best interests of the Company and its stockholders. At the same time, the Board believes that the Company should retain the ability to consent to an alternative forum on a case-by-case basis where the Company determines that its interests and those of its stockholders are best served by permitting such a dispute to proceed in a forum other than in Delaware.

The Company has been through the recent experience of being named a party in two class action complaints in the United States District Court for the Middle District of Florida and six stockholder derivative actions, four of which were filed in the United States District Court for the Middle District of Florida and two of which were filed in Circuit Court for Hillsborough County, Florida. In addition, several qui tam complaints were filed against us, one in the state court for Leon County, Florida, a federal qui tam action in the District of Connecticut and three additional qui tam actions in federal court in Florida. All of these actions arose out of the same set of circumstances and alleged that the Company had

materially misstated its reported financial condition by, among other things, purportedly incorrectly reporting expenditures under certain community health behavioral contracts and the Florida Healthy Kids programs. As a result of the lawsuits, and investigations by the United States Attorney’s Office for the Middle District of Florida, the Civil Division of the United States Department of Justice, the Civil Division of the United States Attorney’s Office for the District of Connecticut, we entered into settlement agreements for aggregate principal amount in cash and bonds of $337.5 million. Our total expenses related to these matters have exceeded $700.9 million since October 2007. The exclusive forum selection amendment to our certificate of incorporation would have potentially required the derivative securities lawsuits to each be filed in the Court of Chancery in Delaware. The Company has been materially harmed by the expense of managing multiple lawsuits by multiple parties in multiple jurisdictions regarding the same set of facts.

The Board is aware that certain proxy advisors and institutional holders will not generally support an exclusive forum clause unless the company proposing it can show it already has suffered material harm as a result of multiple stockholder suits filed in different jurisdictions regarding the same matter. As stated above, we believe the Company has suffered material harm as a result of the multiple stockholder suits filed in different jurisdictions regarding the same matter. For the reasons set forth above, we believe that Delaware courts are best suited to address such issues.

As a Company we support the interests of our stockholders. This is one of the reasons we maintain

strong governance practices, many of which are described in this proxy statement, including a highly independent board, a lead independent director, and the absence of a “poison pill.” The Board believes that minimizing duplicative litigation through the adoption of Article X to the Company’s certificate of incorporation will help the Company retain more of its resources for its operations, which ultimately benefits its stockholders. In light of these governance practices and for the reasons set forth above, the board believes that it is more prudent to take preventive measures before the Company and most of its stockholders are harmed by the increasing practice of the plaintiffs’ bar to rush to file their own claims in their favorite jurisdictions, which may not be familiar with Delaware law.

The exclusive forum provision in Article X provides that it will not be enforceable to the extent it is held to be invalid, illegal or unenforceable. State courts in which applicable claims are asserted in contravention of Article X must be willing to enforce its terms. It cannot be assured that all state courts will determine such an exclusive forum provision to be enforceable or will be willing to force the transfer of such proceedings to the Delaware courts.

If approved by our stockholders, the amendment will be effective upon filing with the Secretary of State of the State of Delaware, which we intend to do promptly after stockholder approval is obtained.

Votes Required

The affirmative vote of the majority of our common stock outstanding is required for the approval of this proposed amendment of WellCare’s certificate of incorporation.

The Audit and Finance Committee has appointed Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2014. Deloitte has served as the Company’s independent registered public accounting firm since prior to its initial public offering, including for the fiscal year ended December 31, 2013. As a matter of good corporate governance to provide stockholders a venue to express their views on this matter, the Board has decided to seek stockholder ratification of Deloitte’s appointment. If the stockholders do not ratify the appointment of

Deloitte, the Audit and Finance Committee will reconsider the appointment of the independent registered public accounting firm but may still retain Deloitte. We anticipate that a representative of Deloitte will be present at the Annual Meeting to respond to questions and to make such statements as he or she may desire.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting is required to approve this proposal.

Audit and Non-Audit Services Pre-Approval Policy

The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that is designed to assure that the services performed for us by our independent registered public accounting firm do not impair its independence from the Company. This policy sets forth guidelines and procedures the Audit and Finance Committee must follow when retaining an independent registered public accounting firm to perform audit, audit-related, tax and other services. The policy provides detailed descriptions of the types of services that may

be provided under these four categories and also sets forth a list of services that our independent registered public accounting firm may not perform for us.

Prior to engagement, the Audit and Finance Committee pre-approves the services and fees of the independent registered public accounting firm within each of the above categories. During the year, it may become necessary to engage the independent registered public accounting firm for additional services not previously contemplated as part of the engagement. In those instances, the Audit and Non-Audit Services Pre-Approval Policy requires that the

Audit and Finance Committee specifically approve the services prior to the independent registered public accounting firm’s commencement of those additional services. Under the Audit and Non-Audit Services Pre-Approval Policy, the Audit and Finance Committee has delegated the ability to pre-approve audit and non-audit services to the Audit and Finance Committee chairperson, provided the chairperson

reports any pre-approval decision to the Audit and Finance Committee at its next scheduled meeting. The policy does not provide for a de minimis exception to the pre-approval requirements. Accordingly, all of the 2013 and 2012 fees described above were pre-approved by the Audit and Finance Committee in accordance with the Audit and Non-Audit Services Pre-Approval Policy.

The stockholders have the opportunity at the Annual Meeting to cast a non-binding advisory vote on the compensation of the Company’s named executive officers contained in this proxy statement (“Say-on-Pay” vote) through the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion disclosed in the Company’s 2014 Proxy Statement, is hereby APPROVED.”

While this advisory vote on executive compensation is non-binding, the Board and the Compensation Committee value the opinions that stockholders express in their votes and in any additional dialogue

and will take into account the outcome of the vote when considering future executive compensation decisions for named executive officers. Stockholders who want to communicate with our Board should refer to “Communication with Directors” in this proxy statement for additional information.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting is required to approve this proposal.

At the 2011 Annual Meeting of Stockholders held on May 25, 2011, stockholders indicated that they prefer an annual Say-on-Pay vote. Therefore, stockholders will next have an opportunity to vote on a Say-on-Pay proposal at the 2015 Annual Meeting of Stockholders.

The Board of Directors knows of no other matters that will be presented at the Annual Meeting. However, if any other matters are properly presented at the Annual Meeting or any convening or reconvening of the Annual Meeting upon an

adjournment or postponement of the Annual Meeting, it is the intention of the persons named as proxies to vote in accordance with their best judgment.

The Board has developed and adopted Corporate Governance Guidelines to promote the functioning of the Board and its committees. Among other things, the Corporate Governance Guidelines set forth criteria regarding Board member selection and qualification, establishment of committees and committee composition, executive sessions, management succession and director compensation. They also set forth certain rights of the Board, such as the power of the Board and each of its committees to engage independent legal, financial and other advisors as they may deem necessary without the approval of any officer of the Company. The guidelines also address the Board’s expectations of each director in furtherance of the Board’s primary responsibility of overseeing the business and affairs of the Company. In particular, the guidelines address meeting attendance and participation, other directorships and new director orientation. The guidelines also contain the Board’s Majority Vote

Policy, which requires a director to tender a conditional resignation in the event he or she fails to receive a majority of the votes cast in an uncontested election or a plurality of the votes cast in a contested election. Each of the Company’s current directors has executed a director resignation letter in the form attached to the Corporate Governance Guidelines, which will serve as a tender of resignation if the director fails to receive the required vote in an election, subject to acceptance by our Board. The Corporate Governance Guidelines also require that the Board conduct an annual performance evaluation to determine whether it and its committees are functioning effectively. The Corporate Governance Guidelines are available on our website at www.wellcare.com. Alternatively, any stockholder may request a printed copy of our Corporate Governance Guidelines by contacting us as described in the section entitled “Requests for Additional Information” below.

WellCare’s Corporate Governance Guidelines provide that at least a majority of the members of our Board must meet the independence criteria contained in the listing standards of the NYSE. In addition, each member of the Board’s Audit and Finance Committee, Compensation Committee and Nominating and Corporate Governance Committee (also known as the “NCG Committee”) must be independent. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. The Board reviews the independence of its members by requiring that each member complete disclosure and independence questionnaires and by considering all transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries. The purpose of this review is to determine whether any such relationships or transactions are inconsistent with or would preclude a determination that the director is independent. In making independence determinations, the Board applies the standards of the NYSE in addition to any

other relevant laws, rules, regulations, facts and circumstances.

Under the standards discussed above, based upon recommendations from the NCG Committee, the Board has determined that, with the exception of Mr. Gallitano (who is serving as our Chief Executive Officer on a temporary basis until a new Chief Executive Officer is appointed and therefore currently is not independent), all of its current members are independent including each of the members of the Audit and Finance Committee, the Compensation Committee and the NCG Committee.

In making these determinations, the Board considered the recommendations of the NCG Committee as well as the following relationships:

In addition, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the NYSE rules impose additional independence and qualification

standards on the members of our Audit and Finance Committee and our Compensation Committee.

Under the standards applicable to our Audit and Finance Committee, in addition to meeting the definition of independence applicable to all directors, each member of the committee is prohibited from having any direct or indirect financial relationship with the Company, and cannot be an affiliate of the Company or any subsidiary of the Company. The Board has determined that each member of the Audit and Finance Committee satisfies these additional standards.

With respect to our Compensation Committee, NYSE rules provide that before appointing a director to the committee, the Board must determine whether a director has a relationship with us that would be material to his or her ability to be independent from management in connection with the duties of the Compensation Committee. In making this evaluation, the Board must consider all relevant factors, such as the source of the director’s compensation and whether he or she is affiliated with us. The Board has determined that each member of the Compensation Committee satisfies these additional standards.

The Board of Directors has established the following standing committees: Audit and Finance Committee, Compensation Committee, NCG Committee, Health Care Quality and Access Committee and Regulatory Compliance Committee. The functions, responsibilities and members of each of these standing committees are described briefly below. Each of these committees operates pursuant to a charter which is posted on our website at www.wellcare.com.

All members of our committees, including the members of the Audit and Finance Committee, the Compensation Committee and the NCG Committee, are independent directors under the corporate governance rules of the NYSE. In addition, all members of our Audit and Finance Committee are independent directors under the SEC rules for audit committees and are financially literate under the NYSE corporate governance rules. Members of our Compensation Committee meet the additional independence standards for compensation committees under the NYSE corporate governance rules.

Standing Committees

Audit and Finance Committee

The principal purpose of the Audit and Finance Committee is to assist the Board in the oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) the performance of our internal audit function and (iv) the Company’s financial matters. The Audit and Finance Committee also evaluates the qualifications and independence of, and appoints, our independent registered public accounting firm. Further, the Audit and Finance Committee approves the compensation of our independent registered public accounting firm and oversees the services provided by it, including by reviewing the plans and results of the audit engagement. All audit, audit-related, tax and other services provided by our independent registered public accounting firm must be pre-approved by the Audit and Finance Committee before they are performed. In its financial oversight role, the Audit and Finance Committee oversees the Company’s investment policies and strategy, any equity transactions the Company may enter, significant capital expenditures and similar matters. The Audit and Finance Committee also coordinates with our Regulatory Compliance Committee and Health Care Quality and Access Committee regarding regulatory compliance and quality measurement matters that may have an effect on our business, financial statements, compliance policies or internal audit function.

The Board has determined that each of the current members of the Audit and Finance Committee is financially literate as well as an “audit committee financial expert” as such term is defined under Item 407(d) of SEC Regulation S-K and each has accounting or related financial management expertise. In addition, all members of the Audit and Finance Committee meet the independence requirements prescribed by the NYSE and the audit committee independence requirements prescribed by the SEC. For more information on the financial experience of our audit committee financial experts, please see the summary background information regarding our directors under “Proposal One: Election of Directors” above.

Pursuant to the terms of the Audit and Finance Committee Charter, no member of our Audit and Finance Committee is permitted to serve on the audit committees of more than two other public companies at any one time, unless it is determined, based on the individual facts, that such other service will not interfere with service on the Audit and Finance Committee. As no member of the Audit and Finance Committee serves on the audit committees of more than two other public companies, no such determination has had to be made.

Compensation Committee

The Compensation Committee provides oversight and guidance for compensation and benefit programs for our employees (also called “associates”), executive officers and the Board of Directors, including

reviewing and approving the base salary, incentive awards and other elements of compensation and other significant terms of employment, of our executive officers; and reviewing and making recommendations with respect to incentive compensation plans, equity-based plans and director compensation. The Compensation Committee reviews and discusses the Compensation Discussion and Analysis (“CD&A”) with management and makes a recommendation to the Board regarding the inclusion of the CD&A in our proxy statement. The Compensation Committee also reviews and approves performance goals and objectives (both at the corporate and individual level) applicable to our executive officers’ compensation (including our named executive officers), evaluates the named executive officers’ performance in light of those goals and objectives and has sole authority to determine the named executive officers’ compensation based on this evaluation.

Under its charter, the Compensation Committee has the authority to obtain advice and assistance from any officer or associate of the Company or from any outside legal expert or other advisor. Pursuant to this authority, the Compensation Committee has engaged a compensation consultant, Cook & Co. For additional information, please see “Compensation Consultant” below. The charter also provides that the Compensation Committee, where legally permissible, may delegate authority to a subcommittee of the Compensation Committee when the Compensation Committee deems it appropriate or desirable to facilitate the operation or administration of our plans or programs. The Compensation Committee may delegate authority to committees consisting of associates when the Committee deems it appropriate or desirable for the efficient administration of employee compensation and benefit plans.

The Compensation Committee generally reviews the compensation being paid to the members of the Board of Directors on an annual basis. The Compensation Committee works closely with the Chief Executive Officer, as well as its compensation consultant, when evaluating Board and committee fees as well as the value of equity awards, if any, to be awarded to our directors.

All members of the Compensation Committee meet the independence requirements prescribed by the NYSE and are “non-employee directors” as defined in Rule 16b-3 under the Exchange Act.

Additional information on executive compensation programs, including the respective roles of the Compensation Committee, the Chief Executive Officer and the compensation consultant, is provided in the “Compensation Discussion and Analysis” section of this proxy statement.

Nominating and Corporate Governance Committee

The NCG Committee is responsible for developing our Corporate Governance Guidelines and for recommending those guidelines and any subsequent amendments to the Board for adoption. The NCG Committee is also responsible for periodically reviewing the composition of the full Board to determine whether additional Board members with different qualifications or areas of expertise are needed and making recommendations to the Board regarding the size, composition and functions of the Board and its committees. The NCG Committee identifies and reviews the qualifications of new director nominees consistent with selection criteria established by the Board and recommends the slate of nominees for inclusion in the proxy statement. The NCG Committee believes the current directors represent a balance between technical accounting, operational, industry and regulatory experience and are positioned to continue the Company’s efforts to create an organizational culture that strikes an appropriate balance among the Company’s obligations to its stockholders, members and government customers. The NCG’s process for selecting nominees to the Board is described in more detail below under “Director Nomination Process.” The NCG Committee is also responsible for overseeing the periodic evaluation of the performance of the Board and its committees, for considering questions of independence and possible conflicts of interest of members of the Board and executive officers, and for oversight of our efforts to comply with NYSE corporate governance listing requirements.

All members of the NCG Committee meet the independence requirements prescribed by the NYSE.

Health Care Quality and Access Committee

Health care quality and access is a critical part of the Company’s mission to provide quality, cost-effective health care solutions and to enhance the health and quality of life of the members of our health plans.

Health care quality, in particular, is becoming increasingly important to the Company in other ways as our government clients are increasingly using measures of quality to assign members to our plans and to determine the premiums payable to us. Recognizing this, the Board established the Health Care Quality and Access Committee in April 2008. The principal purpose of the Health Care Quality and Access Committee is to assist the Board by reviewing and providing general oversight of our strategies relating to health care quality and access for our members. The Health Care Quality and Access Committee also works with the Compensation Committee in connection with setting performance measures for our associates to help ensure the appropriate focus on this important element of the services we provide.

Regulatory Compliance Committee

WellCare does business in a highly regulated industry and is subject to additional government

oversight as a provider of health plans under government-sponsored health programs. Recognizing this, in April 2008 the Board established the Regulatory Compliance Committee to focus on the Company’s compliance activities. The principal purpose of the Regulatory Compliance Committee is to assist the Board in overseeing our regulatory compliance program, including: (i) compliance with federal and state laws, rules and regulations applicable to our business; and (ii) compliance by our associates, officers and directors with our Code of Conduct and Business Ethics and our related corporate ethics and compliance program and policies. Among other things, the Regulatory Compliance Committee’s oversight of our compliance program includes overseeing our performance under the Corporate Integrity Agreement between WellCare and the Office of Inspector General of the U.S. Department of Health & Human Services.

During 2013, the Board of Directors held a total of 11 meetings. During 2013, all directors attended at least 86% of the aggregate number of meetings of the Board and all committees on which the director served held during the period in which the director served. Average meeting attendance by all current directors serving during 2013 was 95%.

As stated in our Corporate Governance Guidelines, we believe it is important for the members of our Board to attend the annual meeting of stockholders. All directors who were members of the Board at the time of our 2013 Annual Meeting of Stockholders attended the 2013 Annual Meeting and we currently expect that most or all of our directors will be in attendance at the 2014 Annual Meeting.

Since our 2013 Annual Meeting of Stockholders, David J. Gallitano has served as our Chairman. He served as an independent Chairman until the Board elected him Chief Executive Officer in October 2013 following the departure of our prior Chief Executive Officer. Prior to the 2013 Annual Meeting of Stockholders, Charles G. Berg served as our Chairman. Mr. Berg elected not to stand for re-election at the 2013 Annual Meeting.

The Board has adopted a policy that the positions of Chief Executive Officer and Chairman of the Board shall be held by different individuals. This policy will continue unless the Board affirmatively determines, based on the facts and circumstances and acting in its business judgment, that it is in the best interest of the

Company for the positions to be held by a single individual. As stated in the Company’s Corporate Governance Guidelines, the Board believes that this matter is part of succession planning and that it is in the best interest of the Company for the Board to evaluate this policy and make a determination when it elects a Chief Executive Officer.

The Board of Directors believes that this current policy and practice of having the positions of Chief Executive Officer and Chairman of the Board held by different individuals provides an effective leadership model for the Company at this time and provides the benefit of the distinct abilities and experience of both individuals.

The current situation, in which the Company’s Chairman is serving as its Chief Executive Officer, is temporary. Mr. Gallitano has affirmatively removed himself from consideration for the permanent position of Chief Executive Officer and the Board intends that the positions of Chair and Chief Executive Officer be separated again as soon as a new chief executive officer commences employment with the Company. During this interim period, the Board has elected Mr. Michalik to serve as an independent Lead Director. As Lead Director, Mr. Michalik shall preside over executive sessions or meetings of the independent

directors, act as a liaison among the independent directors and with management, and shall have such other responsibilities as determined by the Board from time to time.

The Board believes that, under its current structure, our nine independent directors provide effective oversight of management. The independent directors regularly meet in executive sessions and the position of Lead Director, which is held by an independent member of the Board, further strengthens this oversight.

The NCG Committee considers candidates for Board membership who are suggested by its members and other Board members, as well as by management, stockholders and other interested parties. The NCG Committee may also retain a third-party search firm to identify candidates from time to time, especially when the NCG Committee is seeking a candidate with specific skills or qualifications. For example, our most recently appointed director, Mr. Breon, was originally identified through a Board recruitment process in which the Board engaged Heidrick & Struggles, a third-party search firm, to identify and assess potential Board candidates with experience in the health care industry. Heidrick & Struggles recommended Mr. Breon for appointment to our Board and also performed background checks in connection with its efforts. Among other things, as the Chief Executive Officer of Spectrum Health System, the Board believes Mr. Breon’s knowledge of the industry will bring an additional perspective to the Board’s consideration of business strategy.

Stockholders can recommend a prospective nominee for the Board by writing to our Secretary at our corporate headquarters and providing the information required by our bylaws, along with whatever additional supporting material the stockholder considers appropriate. See “Stockholder Proposals” below for additional information.

The NCG Committee’s assessment of a candidate’s qualification for Board membership includes, among other things, the following criteria:

In addition, in accordance with the Company’s Corporate Governance Guidelines, the Board will nominate for election as director only a candidate who agrees to tender, promptly following the annual meeting at which he or she is elected as director, a resignation that will be effective upon the failure to receive the required vote at any future meeting at which he or she faces re-election and Board acceptance of such resignation.

The NCG Committee and the Board do not have a formal policy addressing the diversity of the Board. As stated in our Corporate Governance Guidelines, the NCG Committee and the Board consider diversity as one of many factors when selecting a new director. The NCG Committee and the Board believe many kinds of diversity are important, including diversity

of background, experience, viewpoint, gender, race and national origin. Accordingly, the NCG Committee and the Board seek to identify candidates for director who possess characteristics, skills, expertise, viewpoints and backgrounds that complement the existing Board and contribute to a robust dialogue on the Board.

The initial determination to seek a Board candidate is usually based on the need for additional Board members to fill vacancies or to expand the size of the Board, although the decision can also be based on the need for certain skill sets or qualifications. The NCG Committee’s process for evaluating candidates for director is the same no matter who makes the recommendation.

Once the NCG Committee has determined, in consultation with other Board members if appropriate, that additional consideration of a candidate is warranted, the NCG Committee may, or it may request third parties to, gather additional

information about the prospective candidate’s background, experience and independence. Following review of this information, if the NCG Committee determines it is appropriate to proceed, the NCG Committee or other members of the Board will generally interview the prospective nominee. The NCG Committee then evaluates the prospective nominee against the standards and qualifications set forth above and such other relevant factors that the NCG Committee or the Board deems appropriate.

Following this evaluation, if the NCG Committee believes that the candidate is qualified for nomination, generally the NCG Committee will make a recommendation to the full Board, and the full Board will make the final determination whether the candidate should be appointed, or nominated for election, to the Board. All of our nominees for election or re-election to the Board at the 2014 Annual Meeting were recommended to the Board by the NCG Committee and approved by the Board for nomination.

The Board is responsible for oversight of enterprise-wide risk management (or “ERM”). The Board has delegated administrative governance of the ERM process to the Audit and Finance Committee. However, each Board committee oversees risks associated with its respective principal areas of focus and then reports to the Board. These areas of focus include competitive, economic, operational, financial (including accounting, credit, liquidity and tax), legal, regulatory, compliance, political, strategic and reputational risks.

The oversight responsibility of the Board and its committees is assisted by management reporting processes designed to provide visibility to the Board of the identification, assessment, prioritization and management of critical risks and management’s risk mitigation strategies. The Company’s process for the evaluation of risk is based on the Committee of Sponsoring Organizations (“COSO”) ERM framework. The primary goals of the ERM program are to enhance risk awareness and dialogue, reduce operational surprises and losses, anticipate and manage cross-company risks and align strategy, risk and related organization activities. The ERM process is facilitated

by the Company’s Internal Audit department. An ERM Committee, comprised of senior management and other business leaders in the Company, meets at least quarterly to identify, review and assess the Company’s primary risks, including governance, financial, business operations, technology and data, business management and external environment risks. The ERM process is an active process and is continually enhanced and updated.

The Company’s Internal Audit department provides a quarterly report on ERM to the Audit and Finance Committee; the Audit and Finance Committee then reports to the Board. Since 2011, each standing Board committee receives a quarterly update regarding the top risks from the Company’s ERM process that align with that committee’s oversight responsibilities. Each committee reports to the Board any significant issues relating to the relevant risk areas.

The principal areas of focus for ERM of the Board and each of its committees are summarized below. Each committee may meet in executive session with key management personnel and representatives of outside advisors as the committee members may deem appropriate.

The Company compensates its non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy (the “Director Compensation Policy”). Annual retainers are payable

in four equal quarterly installments. Each non-employee member of the Board and its committees who serves during any portion of a quarterly period is paid the full quarterly retainer and applicable fees.

Alec Cunningham, who was a member of our Board until shortly after his termination on October 31, 2013, was an executive officer of the Company and therefore did not receive additional compensation for his Board service. Mr. Gallitano, while serving as our Chief Executive Officer, does not receive any additional compensation for his Board service.

Other Components of Director Compensation

In addition to the fees described above, the Director Compensation Policy provides that, unless otherwise determined by the Compensation Committee and subject to the Compensation Committee’s approval, each non-employee director, other than a non-employee director joining the Board at the annual stockholders meeting, receives an annual grant of restricted stock units pursuant to the terms and

provisions of a restricted stock unit agreement and the Company’s incentive compensation plan. In 2013 the amount of the annual grant was approximately $140,000 (based on the closing price on the date of grant). In 2014 the amount of this annual grant has been increased to approximately $150,000 (based on the closing price on the date of grant). Non-employee directors are provided the choice of receiving either restricted stock units or deferred stock units. Unless otherwise determined by the Compensation Committee, all such annual awards are granted on the date of the Company’s annual meeting of stockholders and vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder meeting.

Unless otherwise determined by the Compensation Committee and subject to the Compensation

Committee’s approval, newly elected or appointed non-employee members of the Board receive an initial grant of restricted stock units. Prior to October 31, 2013, these initial awards were valued at approximately $150,000 and vested in approximately equal installments on the first through third anniversaries of the date of grant. Currently, new non-employee directors joining the Board at a time other than an annual meeting receive an initial award valued at an amount that is approximately $150,000 pro-rated for the number of days between the appointment or election date of the director and the anticipated date of the next annual meeting of stockholders. For example, had a non-employee director been appointed to the Board on March 1, 2014, the new director would have received an initial award of restricted stock units valued at approximately $36,164 ($150,000 pro-rated for 88 days, the days between the appointment and May 28, 2014, the expected date of the 2014 annual meeting of stockholders). A non-employee director joining the Board at an annual meeting receives an initial award valued at approximately $150,000. Effective October 31, 2013, initial equity awards to non-employee directors vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual stockholder meeting.

Under the provisions of the Director Compensation Policy, in 2013 we awarded approximately $140,000 of restricted stock units, or 2,707 units, to each of the non-employee directors already serving on the Board on the date of our 2013 Annual Meeting of Stockholders. We also granted an initial equity award valued at approximately $150,000 to Messrs. Campos and Breon when each was appointed to the Board. Mr. Campos, who joined the Board in January 2013, received an initial equity award of 3,231 restricted stock units and Mr. Breon, who joined in September 2013, received an initial equity award of 2,222 restricted stock units. As explained above, each director elected at the 2014 Annual Meeting will receive a grant valued at approximately $150,000 (based on the closing price of our common stock on the date of grant).

All of our directors’ unvested restricted stock and/or restricted stock unit awards granted prior to May 22, 2013, were issued under our 2004 Equity Incentive Plan. Those awards granted on and after May 22, 2013, were issued under our successor incentive plan, the 2013 Incentive Compensation Plan. For unvested

awards granted under the 2004 Equity Incentive Plan, in the event a director’s service terminates following a change in control, any unvested awards will immediately vest upon such termination. For unvested awards under the 2013 Incentive Compensation Plan, any unvested awards will immediately vest upon a change in control.

We pay all reasonable expenses incurred by directors for attending Board and committee meetings, for certain director continuing education programs and related expenses, and we maintain directors’ and officers’ liability insurance. We do not provide a retirement plan or perquisites for our non-employee directors. We have entered into indemnification agreements with each of our directors in addition to the indemnification that is provided for in our certificate of incorporation. These agreements, among other things, provide for the indemnification of expenses specified in the agreements, including attorneys’ fees, judgments, fines and settlement amounts, incurred by the directors in any action or proceeding arising out of their service as directors for us, any of our subsidiaries or any other entity to which the directors provide services at our request.

Stock Ownership Guidelines

Under the Director Compensation Policy, each non-employee director is required to own shares of our common stock (the “Ownership Requirement”) having a value (as described below) equal to the sum of five times the base annual retainer payable to each non-employee director.

For purposes of determining ownership, the following is included in determining whether a non-employee director has satisfied the Ownership Requirement:

No other rights to acquire shares of our common stock (including stock options or similar rights) are considered shares of our common stock owned for purposes of meeting the Ownership Requirement under the Director Compensation Policy.

The value of a share of the Company’s common stock is calculated as of April 1^st of each calendar year (a “Determination Date”) based on the average closing price of our common stock during the most recently completed fiscal quarter at the time of the calculation. Any subsequent change in the value of the shares of our common stock during that year does not affect the amount of stock a non-employee director should hold during that year pursuant to the Ownership Requirement. If the value of the shares of our common stock decreases during a particular year, each non-employee director has until the next Determination Date to acquire any additional shares needed to meet the Ownership Requirement.

In addition, in the event the annual retainer increases, each non-employee director has five years from the time of the increase to acquire any additional shares needed to satisfy the Ownership Requirement.

A non-employee director has until the first Determination Date following the fifth anniversary of such non-employee director’s election or appointment to the Board or upon otherwise becoming a non-employee director of the Board to satisfy the Ownership Requirement.

As of April 1, 2014, the most recent Determination Date under the stock ownership guidelines for non-employee directors, all non-employee directors, other than Mr. Breon and Mr. Campos (both of whom were appointed to the Board in 2013), have satisfied their Ownership Requirement.

During 2013, Ms. Burt and Messrs. Gallitano, Hickey, Steele and Weaver served as members of the Compensation Committee, with Mr. Gallitano serving as chairperson until May 23, 2013, and Ms. Burt serving as chairperson thereafter. None of these directors served as an officer or employee of the Company or any of its subsidiaries before or at the time he or she served on the Compensation Committee or had any relationship during 2013 that would require disclosure under Item 404 of SEC

Regulation S-K. Mr. Gallitano ceased being a member of the Compensation Committee as of May 23, 2013, and was not elected Chief Executive Officer until October 31, 2013. During 2013, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity, one of whose executive officers served on our Board or Compensation Committee.

The Board has adopted procedures relating to communications sent to directors to ensure that such communications are properly managed. Stockholders and other interested parties may contact our Chairman, our Lead Director, non-management members of our Board as a group, the full Board or any individual member of the Board, by writing to the following address:

[Name of Requested Recipient]

WellCare Health Plans, Inc.

8735 Henderson Road

Tampa, Florida 33634

Attn: General Counsel

The communication should clearly identify the issue being raised, the name of the party initiating the communication and contact information for potential follow-up by the recipient.

In addition, our Board and Audit and Finance Committee have established separate procedures for the receipt, retention and treatment of communications related to accounting, internal accounting controls or auditing matters. Both the Board and the Audit and Finance Committee communication procedures are available on our website at www.wellcare.com. As described in more detail in the procedures as posted on our website, we generally will not forward to the directors certain types of materials, such as communications that are primarily commercial in nature, relate to an improper or irrelevant topic or request general information regarding WellCare.

Our Board has adopted a Code of Conduct and Business Ethics (the “Code of Conduct”) designed to support the Company’s commitment to the highest standards of business ethics and legal compliance. The Code of Conduct applies to members of our Board, our officers and all of our associates. It addresses matters such as conflicts of interest, compliance with laws and regulations, responding to government audits and investigations, political activities, keeping accurate books and records, company opportunities and safeguarding company assets. It also includes our non-retaliation policy and provides associates with guidance on how to report suspected violations of the law or of the Code of Conduct. Reports may be made anonymously.

In support of the principles contained in our Code of Conduct and to further reinforce a culture of compliance, the Company maintains an associate training program to educate associates about the Code of Conduct, our policies and procedures, our non-retaliation policy and similar issues related to compliance.

Our Code of Conduct is available on our website at www.wellcare.com. We intend to disclose future amendments to, or waivers from, the provisions of the Code of Conduct, if any, made with respect to any of our directors and executive officers on our website.

The role of the Audit and Finance Committee is to assist the Board of Directors in the oversight of (i) the integrity of our financial statements; (ii) our compliance with legal, financial and regulatory requirements; (iii) the qualification and independence of our independent registered public accounting firm; (iv) the performance of our internal audit function and independent registered public accounting firm; and (v) our financial matters. The Audit and Finance Committee operates pursuant to a charter that is available on our website at www.wellcare.com and which sets forth the specific duties and responsibilities of the Audit and Finance Committee. As set forth in the charter, the planning and conducting of the audit is the responsibility of the independent registered public accounting firm and the financial statements are the responsibility of our management. The Audit and Finance Committee has the authority and responsibility for the retention and termination of our independent registered public accounting firm.

In performance of its oversight function, the Audit and Finance Committee has reviewed and discussed the audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2013 with management and Deloitte & Touche LLP, our independent registered public accounting firm. The Audit and Finance Committee

has discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended and replaced by Statement on Auditing Standards No. 114 (AICPA, Professional Standards, Vol 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit and Finance Committee has also received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit and Finance Committee concerning independence, and has discussed with Deloitte & Touche LLP their independence.

The members of the Audit and Finance Committee are advised by the independent registered public accounting firm. The independent registered public accounting firm is an expert in the fields of accounting and auditing, including in respect of auditor independence. Members of the Audit and Finance Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accounting firm. Accordingly, management is solely responsible for maintaining appropriate accounting and financial

reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.

Based upon the review and discussions described in this report, the Audit and Finance Committee recommended to the Board that the audited financial statements be included in our annual report on Form 10-K for the year ended December 31, 2013, as filed with the SEC. In addition, the Audit and Finance

Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

The Audit and Finance Committee

Paul E. Weaver, Chairperson

Carol J. Burt

Christian P. Michalik

William L. Trubeck

We have a written policy for reviewing transactions between us and our executive officers, directors and certain of their immediate family members and other related persons, including those required to be reported under Item 404 of Regulation S-K. Under this policy, the NCG Committee must approve any transaction in which we participate that involves more than $120,000 and in which a related person has a direct or indirect interest. However, related

person transactions that involve executive compensation or compensation for the members of our Board must be approved by the Compensation Committee. Pursuant to our policy, we enter into a transaction with such related persons only if the transaction is on terms deemed comparable to those that could be obtained in arm’s length dealings with an unrelated third party and is otherwise fair to us.

Introduction

This section of the proxy statement explains the Company’s executive compensation program as it relates to the following “named executive officers” whose compensation information is presented in the tables following this discussion:

Overview

We believe our current executive compensation practices drive performance and serve our stockholders’ long-term interests. At the 2013 Annual Meeting of Stockholders, more than 98% of the votes cast in the advisory vote were in favor of our named executive officer compensation as disclosed in our 2013 proxy statement. In light of this strong stockholder support, our Compensation Committee concluded that no material revisions were necessary to our executive officer compensation program. Accordingly, our pay practices for our named executive officers in 2013 were substantially the same as our pay practices for our named executive officers in 2012, except for compensation paid to Mr. Gallitano who is serving as our Chief Executive Officer on a temporary basis until a new Chief Executive Officer is appointed.

Interim Chief Executive Officer Compensation

On October 31, 2013, we announced the separation of the Company’s Chief Executive Officer, Mr. Cunningham, and the appointment of our Chairman, Mr. Gallitano, to serve as our Chief Executive Officer on a temporary basis while the Company conducts a search for a successor Chief Executive Officer. Due to the expected short-term nature of Mr. Gallitano’s appointment, the compensation paid to him as our Chief Executive Officer is structured differently than the compensation paid to our former Chief Executive Officer, Mr. Cunningham, and the compensation we would expect to pay a successor Chief Executive Officer. Mr. Gallitano’s compensation while serving as our Chief Executive Officer consists of a base salary, an award of restricted stock units and an allowance for reasonable housing and automobile expenses while living in the Tampa area. Mr. Gallitano is not a participant in the Company’s executive severance plan, is not eligible for an incentive bonus, does not participate in the Company’s health benefits programs and does not participate in the Company’s 401(k) plan. In addition, Mr. Gallitano will not receive the fees or equity awards provided under the Company’s non-employee director compensation policy while serving as our Chief Executive Officer. See “Compensation for Interim Chief Executive Officer” below for more information regarding the terms of Mr. Gallitano’s employment arrangement.

Chief Financial Officer Transition

On February 21, 2014, we announced that Mr. Tran will be leaving the Company, but has agreed to continue to serve as our Senior Vice President and Chief Financial Officer while we conduct a search for a successor Chief Financial Officer. The arrangement with Mr. Tran provides that he will continue to receive his base salary through November 30, 2014 and serve as our Senior Vice President and Chief Financial Officer until the first to occur of the date we decide his services are no longer required, the date his successor commences employment with the Company and November 30, 2014. Provided he assists with the transition and satisfactorily fulfills his duties, upon

termination of his employment, he will be entitled to a retention bonus of $1,000,000 and severance benefits related to a termination without “cause” under our executive severance plan. For a description of severance benefits provided under our executive severance plan, see “Potential Payments to Named Executive Officers upon Termination or Change in Control” below.

Because of Mr. Tran’s transitional role, the Compensation Committee did not award Mr. Tran a payout under our 2013 short-term incentive program and did not grant him any long-term incentive awards in 2014. In addition, Mr. Tran is not eligible for a payout under our 2014 short-term incentive program.

Summary of Short-term Incentive Program Performance Results

Our short-term incentive program includes a financial component (weighted 50%) and a quality component (weighted 50%). As discussed under “2013 Short-Term Incentive Awards” below, we achieved Adjusted EPS (as calculated in accordance with the 2013 short-term incentive program) of $4.98 compared to a target of $5.00. Based on this result, the Compensation Committee determined to pay bonuses under the 2013 short-term incentive program related to the financial component goal to Ms. Iglesias, Mr. Todt and Mr. Anderson at 98% of each executive’s short-term incentive target. As discussed under “2013 Short-Term Incentive Awards” below, payouts related to the quality component goals will be determined in the fall of 2014 when such results become available. The terms of our short-term incentive program provide that the executive must be employed on the payment date to be eligible for a payout. Because Messrs. Cunningham, Paquin and Cooper were not employed on the payment date for the 2013 short-term incentive awards, they did not receive any payouts for these awards. As discussed above, Mr. Gallitano does not participate in our short-term incentive program and Mr. Tran was not awarded a payout due to his transitional role.

Summary of Long-term Incentive Program Performance Results

As discussed under “2011 Long-Term Incentive Award Payouts” below, the Company’s performance under the 2011-2013 long-term incentive program

was mostly positive. Compared to the five companies used to measure relative performance of financial goals under the 2011-2013 long-term incentive program, we achieved strong financial performance, ranking 34% above median in terms of return on equity (“ROE”) and 37% above median in terms of operating margin. We also obtained accreditation from the National Committee for Quality Assurance (“NCQA”) for all health plans in which we sought accreditation, including commendable status for our Florida, Georgia and New York Medicaid health plans and our Florida Medicare health plan. Additionally, we achieved higher than target level of performance in connection with a quality of leadership goal. Although we made meaningful progress toward achieving our key quality goal of a membership weighted average Medicare STAR rating of at least 3.5 and improving Medicaid quality and Healthcare Effectiveness Data and Information Set (“HEDIS”) scores in key states, we fell short of achieving the targets we set for these goals. Based on these combined results, the Compensation Committee determined the payouts under the long-term incentive awards related to the three-year performance period ended December 31, 2013 at 115% of target levels for Mr. Tran, Ms. Iglesias, Mr. Todt and Mr. Anderson. Except in certain circumstances involving a change in control of the Company, the terms of the performance stock unit awards provide that the executive must be employed on the vesting date in order to vest in the award. Because Messrs. Cunningham and Cooper were not employed on the vesting date for awards related to the three-year performance period ended December 31, 2013, they did not receive any payouts related to these awards. Neither Mr. Paquin nor Mr. Gallitano received performance stock unit awards related to the three-year performance period ended December 31, 2013.

Compensation Philosophy and Pay Practices

Responsibilities of the Compensation Committee, Performance Evaluation Process and Role of Chief Executive Officer

The Compensation Committee has the sole authority to (i) review and approve the Company’s corporate goals and objectives with respect to the compensation of the Chief Executive Officer and evaluate the performance of the Chief Executive Officer in light of those goals and objectives, (ii) determine and approve the appropriate level and structure of the compensation for the Chief Executive Officer based on this evaluation, and (iii) review and approve the compensation of the other executive officers of the Company.

On behalf of the Board, the Chairs of the Compensation Committee and NCG Committee typically co-lead an annual performance review of our Chief Executive Officer. The review includes personal interviews with members of management, and a review of the Chief Executive Officer’s self-assessment. The results of this performance evaluation provide a qualitative assessment of the Chief Executive Officer’s performance during the year. The Chief Executive Officer assists the Compensation Committee by evaluating the performance of the executive officers that report directly to him and recommending compensation levels for these executive officers. The Chief Executive Officer does not, however, make recommendations regarding his own compensation.

A performance review of Mr. Cunningham was not conducted in connection with an assessment of his performance during 2013 because his employment was terminated prior to the commencement of our 2013 annual performance review process. A performance review of Mr. Gallitano was not conducted due to the temporary nature of his appointment as Chief Executive Officer. Mr. Gallitano conducted an annual performance review of each named executive officer who reports to him, and the results were provided to the Compensation Committee. The Compensation Committee determined compensation levels after considering the performance evaluations and compensation-related recommendations from Mr. Gallitano.

Compensation Consultant

In accordance with the Compensation Committee’s charter, the Compensation Committee may, in its sole discretion, retain and terminate independent compensation consultants to assist in the evaluation of director and executive officer compensation, and has the sole authority to approve the compensation consultant’s fees. The Compensation Committee’s charter also provides that any engagement of an independent compensation consultant to provide other services to the Company requires the Compensation Committee’s pre-approval. The Compensation Committee is also directly responsible for the appointment, compensation and oversight of the work of any compensation adviser retained by the Compensation Committee.

The Compensation Committee has retained Cook & Co. as its independent compensation consultant since June 2011. Cook & Co. reports directly to the Compensation Committee and provides research, market data, survey information and design expertise in developing director and executive compensation programs. The types of services performed by Cook & Co. during 2013 included recommending changes to the Company’s peer groups, advising on the design of short-term and long-term incentive programs, providing data regarding prevalent compensation practices and levels of pay for directors and executives, commenting on compensation-related disclosure, advising on the design of our 2013 Incentive Compensation Plan, conducting a compensation risk assessment and providing data regarding compensation practices and levels of pay for a director assuming the role of Chief Executive Officer on a temporary basis. A representative of Cook & Co. generally attends meetings of the Compensation Committee, is available to participate in executive sessions when invited, and communicates directly with the Compensation Committee’s Chairperson and its other members outside of meetings. Cook & Co. does not perform any additional services for the Company. The Compensation Committee has considered the factors in the SEC and NYSE rules relating to compensation committee advisors and has received a letter from Cook & Co. providing appropriate assurances and confirmation of its independent status. The Compensation Committee believes that Cook & Co. has been independent during its service for the Compensation Committee and does not have any conflicts of interest.

Competitive Positioning

For benchmarking purposes in assessing and reviewing compensation levels for our executive officers, including our named executive officers, the Compensation Committee utilized data collected from the publicly disclosed proxy materials of a selected group of companies (the “Peer Group”) and market pay data from published surveys of a broader group of companies (the “Survey Group”).

The Peer Group used for setting 2013 compensation levels for our executive officers consisted of the following companies:

The companies included in the Peer Group were selected by the Compensation Committee with the assistance of Cook & Co. because they are considered to be similarly sized managed health care and related companies, they are representative of the pool of companies in which we compete for talent and the resulting group, as a whole, represents a reasonable match to us in terms of business content. The Peer Group includes ten of the eleven companies that were used for the Peer Group in the prior year. HealthSpring, Inc. was removed from the Peer Group because it was acquired by Cigna Corporation and no longer reports compensation information. Although the Compensation Committee recognizes that Humana Inc. has revenues greater than our target revenue range for peer group companies, the Compensation Committee decided to continue to include Humana Inc. as a member of the Peer Group because it is similar to us in terms of product portfolio and operating margin and we compete with it for contracts with government-sponsored programs. Revenues of the companies included in the Peer Group (based on each company’s most recently disclosed trailing four quarters at the time the Compensation Committee selected the Peer Group) ranged from approximately $2.2 billion to $38.3

billion, with a median of $6.4 billion. This compared to our revenues of approximately $6.7 billion.

In addition to Peer Group data, the Compensation Committee used Survey Group data provided by Cook & Co. from:

The data from these surveys was scaled to our size by Cook & Co. based on revenues or corresponding revenue ranges as provided by the various surveys. While the Compensation Committee reviewed and considered the data provided by these surveys, it did not consider or review the compensation paid to executives at the component companies included within such surveys.

The Peer Group data and Survey Group data are collectively referred to as “market data.”

In setting compensation levels, the Compensation Committee compares base salaries, short-term incentive opportunities and long-term incentive opportunities for our executive officers to the market data (as discussed below). The Compensation Committee recognizes that there are inherent limitations on the comparability and usefulness of the market data, including time lags, differences in scope of responsibilities, geographic differences and other factors. While the Compensation Committee believes such comparative information is useful, such data is intended solely to serve as a reference point to assist the Compensation Committee in its discussions and deliberations. Each executive officer’s compensation is determined after considering the market data of comparable positions, the executive’s qualifications and experience, the executive’s scope of responsibility within the Company, internal equity (in this context, meaning striving to ensure that our executives with similar levels of responsibility, experience and historical performance are rewarded comparably) and the individual’s historical performance.

Because sufficient Peer Group data is reported for the chief executive officer and chief financial officer

positions, in February 2013 the Compensation Committee benchmarked the compensation of Mr. Cunningham and Mr. Tran against Peer Group and Survey Group data for their respective positions. Because sufficient Peer Group data is not reported for our other named executive officer positions, the compensation of our other named executive officers was benchmarked against Peer Group data based on compensation rank and Survey Group data for comparable roles.

Principal Elements of Compensation

For 2013, our executive compensation program for our executive officers other than Mr. Gallitano (who is serving as our Chief Executive Officer on a temporary basis while we conduct a search for a successor Chief Executive Officer) primarily consisted of the following three elements: (1) base salary, (2) short-term incentive compensation and (3) long-term incentive compensation. These are the same three elements as were used for our 2012 program. Each element is intended to encourage and foster the following results and behaviors.

For 2013, the Compensation Committee determined to pay short-term incentive awards in cash and granted awards of performance stock units, market stock units and restricted stock units as long-term incentives. Performance stock units represent 50% of each executive’s long-term incentive opportunity, market stock units represent 25% of each executive’s long-term incentive opportunity and restricted stock units represent 25% of each executive’s long-term

incentive opportunity. The Compensation Committee views short-term incentive awards, performance stock unit awards and market stock unit awards as performance-based compensation because payouts are based on the achievement of internal goals in the case of short-term incentive awards and performance stock unit awards and stock price performance in the case of market stock units.

2013 Compensation Adjustments

In connection with our 2012 annual performance and compensation review process, the Compensation Committee approved the following compensation adjustments in February 2013, which are reflected in the target compensation table above:

Additional Market Stock Unit Award to Mr. Tran

In September 2013, the Compensation Committee approved a one-time award of market stock units with a grant date value of approximately $500,000 to Mr. Tran in recognition of the additional responsibilities he assumed upon the departure of Mr. Cooper.

Compensation for Interim Chief Executive Officer

Mr. Gallitano is serving as our Chief Executive Officer on a temporary basis while we conduct a search for a successor Chief Executive Officer. Due to the temporary nature of his appointment, Mr. Gallitano does not participate in the Company’s short-term or long-term incentive programs or any welfare benefit plans. In October 2013, the Compensation Committee approved a compensation package for Mr. Gallitano that it believes is reasonable and appropriate based on information and market data provided by Cook & Co. and the temporary nature of Mr. Gallitano’s appointment. Mr. Gallitano receives a monthly salary of $166,667 and a $25,000 per month allowance (for a minimum of 12 months) for housing and automobile expenses while living in the Tampa area. Mr. Gallitano was also granted an award of restricted stock units with a grant date value of approximately $2,000,000. The restricted stock unit award is scheduled to vest in full on the earlier of the one year anniversary of the date

of grant or the date a successor Chief Executive Officer commences employment. While serving as our Chief Executive Officer, he will not be eligible to receive cash or other compensation under our non-employee director compensation policy.

2013 Short-Term Incentive Awards

As a component of total compensation, the Compensation Committee grants short-term incentive awards with the intention of driving the achievement of key goals and initiatives for the Company and rewarding individuals based on their contributions to those results. Short-term incentive awards are based on each executive’s pre-established short-term incentive target, are subject to continued employment and the achievement of performance goals, and are payable in cash. Except for Mr. Gallitano, who does not participate in our short-term incentive program, each named executive officer’s short-term incentive opportunity is limited to a maximum payout of 200% of target.

The Compensation Committee worked with the Health Care Quality and Access Committee and senior management to develop short-term incentive corporate goals for 2013 that are designed to align individuals’ rewards with Company performance, including tangible financial results and the achievement of heath care quality goals. The Compensation Committee is also aware of both the direct and indirect impact a serious health care compliance issue can have on a company, and has included compliance with ethical, regulatory and contractual requirements as a threshold to any payout under the short-term incentive program. In addition to the short-term incentive corporate goals for 2013, each of our named executive officers, other than Mr. Gallitano who does not participate in our short-term incentive program, had short-term incentive personal goals for 2013. Each executive officer worked with Mr. Cunningham to develop their personal goals. Except for the Chief Executive Officer position, 80% of an executive officer’s short-term incentive opportunity is based on the achievement of corporate goals and 20% is based on the achievement of personal goals. The Compensation Committee believes the Company’s performance is reflective of the Chief Executive Officer’s performance. As such, 100% of Mr. Cunningham’s short-term incentive opportunity was based on the achievement of corporate goals.

The 2013 short-term incentive corporate goals were communicated to our executives in early 2013 and consist of a financial component (weighted 50%) and a quality component (weighted 50%) and payout is subject to a compliance standard threshold as discussed above. The Compensation Committee believes that financial goals are very important, but focusing on only financial measures can result in quality issues that negatively impact subsequent year financial performance. Accordingly, the mix of financial and non-financial metrics in our short-term and long-term incentive programs balance near-term operational performance with longer-term strategic goals. Additionally, the non-financial component is weighted equally with the financial component. The Compensation Committee believes this balance helps reinforce a culture emphasizing the importance of quality of service. In other words, failure to focus on quality in one year could harm our financial performance in future years.

Achievement of the short-term incentive corporate goals is measured by the Compensation Committee against pre-established targets. However, to guard against any unintended outcomes or unexpected external circumstances that could result in an unjust outcome, the Compensation Committee retained discretion to determine ultimate award payouts. As such, in making a determination as to whether or not awards will be paid and the amounts of award payments, if any, the Compensation Committee is heavily guided by reference to the pre-established targets but applies discretion to evaluate other factors such as regulatory sanctions, compliance with the

Company’s obligations under its corporate integrity agreement, unanticipated events, acquisition and expansion costs, non-recurring and extraordinary items, prior period reserve development and other factors it deems relevant. Achievement of an executive officer’s short-term incentive personal goals is determined by the Compensation Committee after considering the Chief Executive Officer’s performance evaluations and recommendations.

The achievement of financial goals and an executive’s personal goals can be determined shortly after the end of our fiscal year. However, there is a longer lag with regard to results of the quality goals chosen for the 2013 short-term incentive program, which are not available until later in the year. As a result, for 2013 the Compensation Committee changed the timing of short-term incentive bonus payouts as follows:

Adjusted EPS was chosen because it is a metric used to measure our financial performance from year to year, it is widely used among our Peer Group as a metric in their short-term incentive programs and it is the most common performance metric used by industry analysts. In order to appropriately evaluate management’s performance, the Compensation Committee chose to use an EPS goal for the short-term incentive program that is adjusted for certain items that are not indicative of operating performance or long-term business trends and operations or items that were not anticipated when the target level was established. Such items in 2013 included costs associated with the government and Company investigations, the impact of the sequestration provisions of the Budget Control Act of 2011, the impact of our acquisition of Missouri Care, costs associated with the Company’s debt financing and certain severance costs. Goals related to improvements in selected HEDIS measures were chosen because such measures directly correlate to the expectations of our customers and the quality of care for our members. Improving quality has been and continues to be a key area of focus for us.

As shown in the table above, we achieved Adjusted EPS (as calculated in accordance with the 2013 short-term incentive program) of $4.98 compared to a target of $5.00. The Compensation Committee considered all of the factors contributing to the results and determined to pay bonuses under the 2013 short-term incentive program related to the financial component goal to Ms. Iglesias, Mr. Todt and Mr. Anderson at 98% of each executive’s short-term incentive target (which represents 49% of the potential maximum payout opportunity related to the financial component goal under the 2013 short-term incentive program). The terms of our short-term incentive program provide that the executive must be employed on the payment date to be eligible for a payout. Because Messrs. Cunningham, Paquin and Cooper were not employed on the payment date for the 2013 short-term incentive awards, they did not receive any payouts related to these incentive awards. As discussed under “Chief Financial Officer Transition” above, the Compensation Committee did not award Mr. Tran a payout under our 2013 short-term incentive program due to his transitional role.