Current Report Filing (8-k)
April 22 2016 - 10:49AM
Edgar (US Regulatory)
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)
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1-5975
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61-0647538
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(Commission File Number)
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(IRS Employer Identification No.)
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500 West Main Street, Louisville, KY
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40202
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(Address of Principal Executive Offices)
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(Zip Code)
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502-580-1000
(Registrants 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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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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 managements 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:
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Name
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For
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Against
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Abstained
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Broker Non-Votes
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Kurt J. Hilzinger
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120,920,667
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919,892
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239,938
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6,968,688
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Bruce D. Broussard
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120,408,186
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1,488,806
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183,505
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6,968,688
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Frank A. DAmelio
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120,289,859
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1,293,151
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497,487
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6,968,688
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W. Roy Dunbar
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120,984,192
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866,024
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230,281
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6,968,688
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David A. Jones, Jr.
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119,549,457
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2,093,457
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437,583
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6,968,688
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William J. McDonald
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121,555,983
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285,018
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239,496
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6,968,688
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William E. Mitchell
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119,984,616
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1,852,237
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243,644
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6,968,688
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David B. Nash, M.D.
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121,213,625
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640,065
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226,807
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6,968,688
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James J. OBrien
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121,444,836
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393,311
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242,350
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6,968,688
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Marissa T. Peterson
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121,242,964
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661,451
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176,082
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6,968,688
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In addition, the stockholders voted on the following proposals and cast their votes as described below:
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Proposal
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For
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Against
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Abstained
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Broker Non-Votes
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The appointment of PricewaterhouseCoopers LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2016
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127,965,258
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965,478
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118,449
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0
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Board proposal regarding advisory approval of the companys executive compensation
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117,931,732
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3,641,988
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506,777
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6,968,688
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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.
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HUMANA INC.
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BY:
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/s/ Cynthia H. Zipperle
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Cynthia H. Zipperle
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Vice President, Chief Accounting Officer and Controller
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Dated: April 22, 2016
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