UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No.     )

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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
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¨		Soliciting Material Pursuant to §240.14a-12

Humana Inc.

 

 

(Name of Registrant as Specified In Its Charter)

 

 

 

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On March 27, 2009, the Organization & Compensation Committee of the Board of Directors of Humana Inc. (the “Company”) determined that the Company will not enter into any new or materially amended agreements with executive officers that include excise tax gross-up provisions with respect to payments contingent upon a change in control. This determination will have no effect on the Company’s current employment agreement with Michael McCallister, its Chief Executive Officer, which will continue until December 31, 2010, and thereafter renew automatically for additional one-year terms unless terminated upon prior notice by either party, unless that agreement is materially modified or amended.