humana8-k04302014.htm
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