humana8-k04172015.htm
 
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 16, 2015
 
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 5.07   Submission of Matters to a Vote of Security Holders
 
The regular annual meeting of the stockholders of Humana Inc. was held in Atlanta, Georgia, on April 16, 2015, 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.
 
 
The final results of the election of directors were as follows:
 
Name
For
Against
Abstained
Broker Non-Votes
Kurt J. Hilzinger
124,515,700
1,595,711
373,316
                            5,793,838
Bruce D. Broussard
124,950,240
1,233,948
300,539
5,793,838
Frank A. D’Amelio
123,806,102
1,746,769
931,856
5,793,838
W. Roy Dunbar
125,297,184
248,548
938,995
5,793,838
David A. Jones, Jr.
123,224,706
2,304,545
955,476
5,793,838
William J. McDonald
125,321,261
206,260
957,206
5,793,838
William E. Mitchell
124,831,764
700,651
952,312
5,793,838
David B. Nash, M.D.
124,787,382
740,885
956,460
5,793,838
James J. O’Brien
125,341,686
211,392
931,649
5,793,838
Marissa T. Peterson
125,345,050
205,916
933,761
5,793,838

 
In addition, the stockholders voted on the following proposals and cast their votes as described below:
 
Proposal
For
Against
Abstained
Broker Non-Votes
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015
129,797,994
1,286,119
1,194,452
0
         
Board proposal regarding advisory approval of the
company’s executive compensation
 
119,052,117
6,748,663
683,947
5,793,838


 
 

 

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
              Vice President, Chief Accounting Officer   and Controller
 
 
Dated:    April 17, 2015