UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
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April
27, 2007
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Aetna
Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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1-16095
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23-2229683
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
|
|
incorporation)
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File
Number)
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Identification
No.)
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151
Farmington Avenue, Hartford, CT
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06156
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(860)
273-0123
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Former
name or former address, if changed since last report:
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Not
applicable
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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))
Section 5
– Corporate Governance and Management
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
April 27, 2007, the shareholders of Aetna Inc. (the "Company") approved a
proposal to amend Article 8 of the Company's Amended and Restated
Articles of Incorporation (the "Articles of Incorporation") to provide
for majority voting in uncontested elections of Directors, and the Company
effected that amendment. A proposal for that amendment was disclosed in
the Company's definitive proxy statement that was filed with the Securities
and
Exchange Commission on March 19, 2007. A restatement of the Articles of
Incorporation, which includes the amendment referred to above but no other
changes to the Articles of Incorporation, was effected on April 30, 2007,
and is
filed as Exhibit 99.1 hereto and incorporated herein by reference.
On
April 27, 2007, the Company also made a conforming change to Section 1.07
of the
Company's Amended and Restated By-Laws (the "By-Laws") in connection with
the amendment to the Articles of Incorporation referred to above. A copy
of the By-Laws as amended is filed as Exhibit 99.2 hereto and incorporated
herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
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99.1
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Amended
and Restated Articles of Incorporation of Aetna Inc. effective April
30,
2007
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99.2
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Amended
and Restated By-Laws of Aetna Inc. effective April 27,
2007
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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.
| AETNA INC. | ||
|
Date: May
2,
2007
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By:
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/s/
Ronald M. Olejniczak
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Name:
Ronald M. Olejniczak
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||
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Title:
Vice President and Controller
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Exhibit
Number
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Description
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Exhibit
99.1
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Amended
and Restated Articles of Incorporation of Aetna Inc. effective April
30,
2007
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Exhibit
99.2
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Amended
and Restated By-Laws of Aetna Inc. effective
April 27, 2007
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