humanadefa14a04092013.htm

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Commencing April 9, 2013, Humana Inc. (the “Company”) made the following information available to certain stockholders in connection with solicitation of votes for the Company’s 2013 Annual Meeting of Stockholders to be held on April 25, 2013:

In February 2013, Humana Inc. granted performance-based equity awards to certain executive officers, including the Company’s Named Executive Officers, pursuant to a form of award agreement filed as Exhibit 10(t) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.  The Company is disclosing that the performance criteria for these awards will be based upon three-year cumulative goals for (a) strategic membership growth and (b) return on invested capital less weighted average cost of capital.  The performance-based awards will vest three-years from the date of grant to the extent that the performance-based targets have been met.