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): April 24, 2020 (April 23, 2020)
(Exact Name of Registrant as
Specified in Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of Principal Executive Offices, and 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 a virtual
meeting format via live webcast, on April 23, 2020, 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:
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Name
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For
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Against
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Abstained
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Broker Non-Votes
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Frank J. Bisignano
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113,157,030
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303,660
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185,366
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5,534,845
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Bruce D. Broussard
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111,720,812
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1,760,000
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165,244
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5,534,845
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Frank A. D’Ameilo
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96,977,742
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16,503,175
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165,139
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5,534,845
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W. Roy Dunbar
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108,100,881
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5,385,351
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159,824
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5,534,845
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Wayne A. I. Frederick, M.D.
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113,246,831
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233,929
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165,296
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5,534,845
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John W. Garratt
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113,212,193
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241,800
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192,063
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5,534,845
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Kurt J. Hilzinger
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109,421,609
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4,057,842
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166,605
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5,534,845
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David A. Jones, Jr.
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107,481,728
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6,058,581
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105,747
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5,534,845
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Karen W. Katz
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113,274,577
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152,256
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219,223
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5,534,845
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William J. McDonald
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110,840,553
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2,631,629
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173,874
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5,534,845
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James J. O’Brien
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109,475,854
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3,950,629
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219,573
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5,534,845
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Marissa T. Peterson
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111,424,589
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2,076,175
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145,292
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5,534,845
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In addition, the stockholders voted on the following proposals and cast their votes as described below:
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Proposal #2
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For
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Against
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Abstained
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Broker Non-Votes
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Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for
the year ending December 31, 2020
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113,757,822
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5,328,079
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95,000
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0
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Proposal #3
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For
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Against
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Abstained
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Broker Non-Votes
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Board proposal regarding advisory approval of the Company’s executive compensation
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108,092,223
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5,301,731
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252,102
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5,534,845
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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. | |
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| BY: |
/s/ Cynthia H. Zipperle
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Cynthia H. Zipperle
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Senior Vice President, Chief Accounting Officer and Controller
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(Principal Accounting Officer)
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