Form 8-K












Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 19, 2019 (April 18, 2019)



Humana Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   1-5975   61-0647538

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

500 West Main Street, Louisville, KY 40202

(Address of Principal Executive Offices, and Zip Code)


Registrant’s Telephone Number, Including Area Code


(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   HUM   New York Stock Exchange (NYSE)



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


Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


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


Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.07.

Submission of Matters to a Vote of Security Holders.

The regular annual meeting of the stockholders of Humana Inc. was held in Louisville, Kentucky, on April 18, 2019, for the purpose of voting on the proposals described below. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to management’s nominees for directors. All nominees for director listed below were elected. The term of office for each director will be until the next annual meeting or until their successors shall be elected and qualified.

Proposal #1:    The final results of the election of directors were as follows:



  For     Against     Abstained     Broker

Kurt J. Hilzinger

    110,979,419       2,217,563       165,354       6,297,442  

Frank J. Bisignano

    113,021,025       163,093       177,768       6,297,442  

Bruce D. Broussard

    112,094,347       1,194,824       72,715       6,297,442  

Frank A. D’Amelio

    107,274,150       5,917,321       170,415       6,297,442  

Karen B. DeSalvo, M.D.

    111,616,476       1,605,938       139,472       6,297,442  

W. Roy Dunbar

    109,421,899       3,799,954       140,033       6,297,442  

David A. Jones, Jr.

    107,718,195       5,559,467       84,224       6,297,442  

William J. McDonald

    111,994,587       1,199,563       167,736       6,297,442  

James J. O’Brien

    110,665,843       2,529,770       166,273       6,297,442  

Marissa T. Peterson

    112,992,611       228,262       141,013       6,297,442  

In addition, the stockholders voted on the following proposals and cast their votes as described below:


Proposal #2

  For   Against   Abstained   Broker
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019   114,312,037   7,127,164   277,860   0

Proposal #3

  For   Against   Abstained   Broker
Board proposal regarding advisory approval of the company’s executive compensation   105,956,862   7,127,614   277,410   6,297,442

Proposal #4

  For   Against   Abstained   Broker
Board proposal regarding approval of the Amended and Restated Humana Inc. Stock Incentive Plan   106,499,465   6,705,214   157,207   6,297,442


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


By:   /s/ Cynthia H. Zipperle
  Cynthia H. Zipperle

Senior Vice President, Chief Accounting Officer and Controller

(Principal Accounting Officer)

Dated: April 19, 2019