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 29, 2014
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 Tampa, Florida on April 29, 2014, 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
|
128,936,779
|
189,616
|
599,566
|
6,896,804
|
|
Bruce D. Broussard
|
128,712,507
|
802,245
|
211,211
|
6,896,804
|
|
Frank A. D’Amelio
|
128,265,339
|
844,035
|
616,589
|
6,896,804
|
|
W. Roy Dunbar
|
128,790,558
|
677,633
|
257,771
|
6,896,804
|
|
David A. Jones, Jr.
|
126,756,129
|
2,749,303
|
220,530
|
6,896,804
|
|
William J. McDonald
|
128,951,198
|
515,967
|
258,800
|
6,896,804
|
|
William E. Mitchell
|
128,395,667
|
713,477
|
616,819
|
6,896,804
|
|
David B. Nash, M.D.
|
128,383,852
|
777,073
|
565,040
|
6,896,804
|
|
James J. O’Brien
|
127,359,143
|
1,754,308
|
612,513
|
6,896,804
|
|
Marissa T. Peterson
|
128,815,587
|
669,287
|
241,091
|
6,896,804
|
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, 2014
|
134,645,056
|
1,210,674
|
867,186
|
0
|
|
Board proposal regarding advisory approval of the
company’s executive compensation
|
121,311,933
|
7,925,545
|
488,270
|
6,896,804
|
|
Stockholder proposal regarding disclosure of political contributions and expenditures
|
23,635,291
|
83,708,886
|
22,381,780
|
6,896,804
|
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/ Steven E. McCulley
Steven E. McCulley
Interim Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
|
Dated: April 30, 2014