Definitive Additional Materials





Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )



Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

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   Preliminary Proxy Statement

   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

   Definitive Proxy Statement

   Definitive Additional Materials

   Soliciting Material Pursuant to §240.14a-12

Humana Inc.

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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On March 8, 2017, Humana Inc. (the “Company”) made the following communication available to the Company’s employees:



    You may have the right to vote on items being presented at our stockholders meeting


    Annual stockholders meeting is scheduled for April 20, 2017

Exercise your voting privilege as a Humana stockholder

Humana associates who participate in our company’s Retirement Savings Plan 401(k) and have invested funds in the Humana Common Stock Fund have the right to vote on items being presented at this year’s annual stockholders’ meeting, scheduled for April 20, 2017. You may submit one vote for each share held in your Humana Common Stock account as of February 27, 2017, the record date for this meeting.

What documents do you need to vote?

Every year, Humana produces a document - the proxy statement - that details all of the information the company’s stockholders need in order to make informed votes. The proxy becomes available to stockholders and the public after Humana files it with the federal Securities and Exchange Commission on March 8, 2017. In order to vote, you must also receive an official “voting card.”

When will you receive the proxy statement and voting card?

Starting March 8, 2017, all stockholders who have (recently or in prior years) successfully submitted electronic requests for a proxy statement and voting card will then receive - via the e-mail address you designated during the online-registration process - a proxy statement and voting card. (Please watch for e-mail from If you did not sign up for electronic delivery of these materials, you’ll receive a “Notice and Access Card” in the mail at home regarding the material.

When can participants in the Humana Retirement Savings Plan vote?

If you wish to vote, you may do so AFTER you receive your voting card. You then must vote BEFORE 11:59 p.m., EDT on Wednesday, April 12, 2017, through Humana’s Retirement Savings Plan Trustee - Charles Schwab - with Broadridge acting as tabulator. If your voting instructions are received by 11:59 p.m. EDT on Wednesday, April 12, 2017, the Trustee will submit a proxy that reflects your instructions. If you do not give voting instructions (or give them late), the Trustee will vote your interest in the Humana Common Stock Fund in the same proportion as the shares attributed to the Humana Retirement Savings Plan actually voted. Humana’s stockholders’ meeting will be held on April 20, 2017.

Whom do you contact for answers to your stockholder-voting-process questions?

If you have any questions, please contact Joan Lenahan, Corporate Secretary.

On March 8, 2017, the Company distributed the following “Notice Regarding the Availability of Proxy Materials” to its shareholders as of the record date of February 27, 2017.



*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 20, 2017


HUMANA INC.   Meeting Information


Meeting Type:


For holders as of:


Date: April 20, 2017



Annual Meeting


February 27, 2017


Time: 9:30 a.m., Eastern Time


Location:    HUMANA INC.







21st FLOOR





You are receiving this communication because you hold shares in the above named company.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.


M54104-P33258   See the reverse side of this notice to obtain proxy materials and voting instructions.



— Before You Vote —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:


How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


2)    BY TELEPHONE:    1-800-579-1639
3)    BY E-MAIL*:


  * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 9, 2017 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Attend the Annual Meeting and request a ballot to vote these shares. Mark voting instructions on the ballot and deliver to the Inspectors of Elections.

Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.




HUMANA INC.                                                   


 The Board of Directors recommends you vote FOR proposals 1, 2, and 3:

    Vote on Directors                     
1.     Election of Directors.                       
     Nominees:       For            Against            Abstain              For         Against           Abstain        


1a)   Kurt J. Hilzinger


1b)   Bruce D. Broussard


1c)   Frank A. D’Amelio


1d)   W. Roy Dunbar


1e)   David A. Jones, Jr.


 1f)   William J. McDonald


1g)   William E. Mitchell


1h)   David B. Nash, M.D.


 1i)   James J. O’Brien


 1j)   Marissa T. Peterson







































2.   The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.
















3.   The approval of the compensation of the named executive officers as disclosed in the 2017 proxy statement.

                The Board recommends that you vote for ONE YEAR with respect to the following proposal.   1 year     2 years       3 years       Abstain  

4.   The approval of the frequency with which future shareholder votes on the compensation of the named executive officers will be held

                The Board recommends you vote AGAINST the following proposal.   For     Against       Abstain      

5.    Stockholder proposal on proxy access

     For address changes and/or comments, please check this box and write them on the back where indicated.                ☐    At their discretion, the Proxies are authorized to vote upon any other matters as may come before the Annual Meeting.      


Signatures of stockholders should correspond exactly with the names shown on this proxy card. Attorneys, trustees, executors, administrators, guardians and others signing in a representative capacity should designate their full titles. When shares of Company Common Stock are held by joint tenants, both should sign. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in partnership name by an authorized person.











Signature (Joint Owners)