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8-KThe WireRoutine

Shareholder Vote

Filed Apr 18, 2025 · 1y ago · Accession 0000049071-25-000016

Plain English

Material event — a significant development the company must disclose promptly.

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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 18, 2025 ( April 17, 2025 ) Humana Inc. (Exact name of registrant as specified in its charter) Delaware 001-5975 61-0647538 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 500 West Main Street , Louisville , Kentucky 40202 (Address of principal executive offices, including 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: ☐ 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock HUM New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. The regular annual meeting of the stockholders of Humana Inc. (the "Company") was held on April 17, 2025 (the “Annual Meeting”), for the purpose of voting on the three (3) proposals detailed in the Company’s Proxy Statement. There were present at the Annual Meeting by valid proxy the holders of 105,203,172 shares of the Company’s common stock, constituting a quorum. 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. The voting results on each proposal submitted to the stockholders of the Company at the Annual Meeting are herein disclosed. Proposal #1 : Each of the eleven (11) nominees for director were elected to the Company’s Board of Directors. The term of office for each director will be until the next annual meeting or until their successors shall be elected and qualified. The voting results for each director were as follows: Name For Against Abstained Broker Non-Votes Raquel C. Bono, M.D. 99,603,400 353,601 52,967 5,193,204 Frank A. D’Amelio 93,931,003 6,022,785 56,180 5,193,204 David T. Feinberg, M.D. 97,191,762 2,760,579 57,627 5,193,204 Wayne A. I. Frederick, M.D. 96,965,408 2,988,296 56,264 5,193,204 John W. Garratt 99,435,685 510,790 63,493 5,193,204 Kurt J. Hilzinger 97,159,271 2,787,647 63,050 5,193,204 Karen W. Katz 93,912,129 6,040,964 56,875 5,193,204 Marcy S. Klevorn 99,516,177 436,909 56,882 5,193,204 Jorge S. Mesquita 99,427,699 521,966 60,303 5,193,204 James A. Rechtin 99,257,117 694,599 58,252 5,193,204 Gordon Smith 99,384,621 564,372 60,975 5,193,204 Proposal #2 : The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, was approved. The voting results were as follows: For Against Abstained Broker Non-Votes 98,877,049 6,290,061 36,062 Not Applicable Proposal #3 : The non-binding, advisory vote with respect to the Company’s executive compensation was approved. The voting results were as follows: For Against Abstained Broker Non-Votes 89,310,631 10,567,799 131,538 5,193,204 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/ Joseph M. Ruschell Joseph M. Ruschell Vice President, Associate General Counsel & Corporate Secretary Dated: April 18, 2025
Filing details
Company
HUMANA INC
Ticker
HUM
CIK
49071
Form type
8-K
Filing date
Apr 18, 2025
Report date
Apr 17, 2025
Document
hum-20250417.htm
Size
164 KB