comp8k2-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)    February 2, 2007

Humana Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-5975                                          61-0647538
(Commission File Number)                      (IRS Employer Identification No.)

 

500 West Main Street, Louisville, KY                          40202
(Address of Principal Executive Offices)                         (Zip Code)

502-580-1000
(Registrant's Telephone Number, Including Area Code)

 

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

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


      o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 5.02(e)  Departure of Directors or Certain Officers; Election of Directors; Appointment of
                      Certain Officers; Compensatory Arrangements of Certain Officers

                      At the February 2, 2007 meeting of the Company's Organization & Compensation Committee and Board of Directors, the following items were approved:

                      2007 Management Incentive Compensation Measurements and Targets.

For all executive officers, including Named Executive Officers (as defined in Regulation S-K item 402(a)(3)), the sole measurement will be attainment of an Earnings Per Share (EPS) target for 2007.

Consistent with 2006, the target annual incentive awards for the executive officers will generally be in the range of 100% to 150% of base salary, with a maximum potential payment in the rate of 150% to 200%. The actual awards will reflect adjustments to those targets based on Company and individual performance.

                      Increase in Base Salaries for the Named Executive Officers.

An increase in the base salary for the Company's Named Executive Officers (as defined in Regulation S- K item 402(a)(3)), with the following base salaries for 2007, effective January 1, 2007:

Name/Title                                                    

Base Salary

Michael B. McCallister
    President & Chief Executive Officer

$975,000

James H. Bloem
    Senior Vice President, Chief Financial Officer
    & Treasurer

$510,000

James E. Murray
    Chief Operating Officer

$630,000

Jonathan T. Lord, M.D.
    Senior Vice President & Chief Innovation Officer

$502,000

Bruce J. Goodman
    Senior Vice President & Chief Service
    and Information Officer

$475,000

 

SIGNATURES

               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.

HUMANA INC.

BY: __/s/ Arthur P. Hipwell______________
           Arthur P. Hipwell
           Senior Vice President
           and General Counsel

 

Dated:    February 6, 2007