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 22, 2016 (April 21, 2016)

 

 

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):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

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 Chicago, Illinois, on April 21, 2016, 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		120,920,667		919,892		239,938		6,968,688
Bruce D. Broussard		120,408,186		1,488,806		183,505		6,968,688
Frank A. D’Amelio		120,289,859		1,293,151		497,487		6,968,688
W. Roy Dunbar		120,984,192		866,024		230,281		6,968,688
David A. Jones, Jr.		119,549,457		2,093,457		437,583		6,968,688
William J. McDonald		121,555,983		285,018		239,496		6,968,688
William E. Mitchell		119,984,616		1,852,237		243,644		6,968,688
David B. Nash, M.D.		121,213,625		640,065		226,807		6,968,688
James J. O’Brien		121,444,836		393,311		242,350		6,968,688
Marissa T. Peterson		121,242,964		661,451		176,082		6,968,688

---

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, 2016		127,965,258		965,478		118,449		0
Board proposal regarding advisory approval of the company’s executive compensation		117,931,732		3,641,988		506,777		6,968,688

---

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.

 

Dated: April 22, 2016