SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 13, 2017 (November 10, 2017)
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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 November 10, 2017, the Board of Directors (the Board) of Humana Inc. (the Company) expanded its number of authorized directors from eleven to twelve and elected Dr. Karen B. DeSalvo as a director of the Company.
The Board of Directors has determined that (i) Dr. DeSalvo is independent within the meaning of the New York Stock Exchanges director independence standards; (ii) there was no arrangement or understanding between Dr. DeSalvo and any other persons pursuant to which Dr. DeSalvo was selected as a director; and (iii) there are no material transactions involving Dr. DeSalvo and the Company.
Dr. DeSalvo will be compensated in accordance with the Companys standard compensation policies and practices for the Board, the components of which were disclosed in a current report filed by the Company with the U.S. Securities and Exchange Committee on July 5, 2017. In connection with her election to the Board, Dr. DeSalvo also will be granted restricted stock units (RSUs) in accordance with the Companys director compensation program. Dr. DeSalvo has not yet been appointed to any committees of the Board.
On November 13, 2017, the Company issued a press release announcing the election of Dr. DeSalvo, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press Release, dated November 13, 2017|
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.
/s/ Cynthia H. Zipperle
Cynthia H. Zipperle
Vice President, Chief Accounting Officer
Dated: November 13, 2017