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    Humana Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    4/18/25 4:20:41 PM ET
    $HUM
    Medical Specialities
    Health Care
    Get the next $HUM alert in real time by email
    hum-20250417
    0000049071false00000490712025-04-172025-04-17


    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)
    Delaware001-597561-0647538
    (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 classTrading SymbolName of each exchange on which registered
    Common StockHUMNew 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:

    NameForAgainstAbstainedBroker Non-Votes
    Raquel C. Bono, M.D.99,603,400353,60152,9675,193,204
    Frank A. D’Amelio93,931,0036,022,78556,1805,193,204
    David T. Feinberg, M.D.97,191,7622,760,57957,6275,193,204
    Wayne A. I. Frederick, M.D.96,965,4082,988,29656,2645,193,204
    John W. Garratt99,435,685510,79063,4935,193,204
    Kurt J. Hilzinger97,159,2712,787,64763,0505,193,204
    Karen W. Katz93,912,1296,040,96456,8755,193,204
    Marcy S. Klevorn99,516,177436,90956,8825,193,204
    Jorge S. Mesquita99,427,699521,96660,3035,193,204
    James A. Rechtin99,257,117694,59958,2525,193,204
    Gordon Smith99,384,621564,37260,9755,193,204

    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:
    ForAgainstAbstainedBroker Non-Votes
    98,877,0496,290,06136,062Not Applicable

    Proposal #3: The non-binding, advisory vote with respect to the Company’s executive compensation was approved. The voting results were as follows:
    ForAgainstAbstainedBroker Non-Votes
    89,310,63110,567,799131,5385,193,204





    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

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