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): March 1, 2022 (March 1, 2022 )
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Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective March 1, 2022, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from thirteen to fourteen and elected David T. Feinberg, M.D. as a director of the Company.
The Board of Directors has determined that (i) Dr. Feinberg is independent within the meaning of the New York Stock Exchange’s director independence standards; and (ii) there are no material transactions involving Dr. Feinberg and the Company. Under the agreement dated as of February 21, 2022 (the “Agreement”), between the Company and Starboard Value LP and certain of its affiliated entities and natural persons as set forth in the signature pages thereto (collectively, “Starboard”), the Company and Starboard have mutually agreed to Dr. Feinberg’s service.
Dr. Feinberg will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed by the Company in its current report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 20, 2021. In connection with his election to the Board, Dr. Feinberg also will be granted restricted stock units (RSUs) in accordance with the Company’s director compensation program. Dr. Feinberg has not yet been appointed to any committees of the Board.
On March 1, 2022, the Company issued a press release announcing the election of Dr. Feinberg, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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/ Cynthia H. Zipperle | ||||
| Cynthia H. Zipperle | |||||
| Senior Vice President, Chief Accounting Officer and Controller | |||||
| (Principal Accounting Officer) | |||||
Dated: March 1, 2022
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Exhibit 99.1
FOR MORE INFORMATION, CONTACT
Lisa Stoner
Investor Relations
Humana Inc.
502-580-2652
lstamper@humana.com
or
Mark Taylor
Corporate Communications
Humana Inc.
317-753-0345
mtaylor108@humana.com
Humana Elects David T. Feinberg, M.D. to Board of Directors
LOUISVILLE, Ky. — Mar. 1, 2022 — Humana Inc. (NYSE: HUM) announced today that David T. Feinberg, M.D., M.B.A., has been elected as a member of the Company’s Board of Directors. He currently serves as the President, CEO and member of the Board of Directors of Cerner, a supplier of health information technology services, devices and hardware.
Dr. Feinberg is a seasoned industry executive with 25-plus years in senior healthcare leadership roles. Prior to joining Cerner, Dr. Feinberg served as Vice President of Google Health, where he led Google’s worldwide health efforts, bringing together groups from across Google and Alphabet that used artificial intelligence, product expertise and hardware to tackle some of healthcare’s biggest challenges, and was responsible for organizing and innovating Google’s various healthcare initiatives. Before that, Dr. Feinberg served as President and CEO of Geisinger Health and spent more than twenty years at the UCLA, where he served in a number of leadership roles, including President, CEO and Associate Vice Chancellor of UCLA Health Sciences, Vice Chancellor and CEO for the UCLA Hospital System, and CEO of UCLA’s Ronald Reagan Medical Center.
“David is a proven executive with tremendous experience in the healthcare industry, leading organizations focused on technology and digital innovation to improve clinical care,” said Humana Chairman of the Board Kurt J. Hilzinger. “His background, patient-centric mindset, operating experience and expertise in guiding systems transformations will benefit Humana as the Company continues to grow, innovate and execute on its strategy. We are pleased to welcome David to the Humana Board and look forward to benefiting from his perspectives as the Company continues to improve the customer experience, reduce costs and deliver for its shareholders.”
His election brings the number of Humana directors to 14.
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About Humana
Humana Inc. (NYSE: HUM) is committed to helping our millions of medical and specialty members achieve their best health. Our successful history in care delivery and health plan administration is helping us create a new kind of integrated care with the power to improve health and well-being and lower costs. Our efforts are leading to a better quality of life for people with Medicare, families, individuals, military service personnel, and communities at large.
To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members. Our range of clinical capabilities, resources and tools – such as in-home care, behavioral health, pharmacy services, data analytics and wellness solutions – combine to produce a simplified experience that makes health care easier to navigate and more effective.
More information regarding Humana is available to investors via the Investor Relations page of the company’s website at humana.com, including copies of:
a.Annual reports to stockholders
b.Securities and Exchange Commission filings
c.Most recent investor conference presentations
d.Quarterly earnings news releases and conference calls
e.Calendar of events
f.Corporate Governance information
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