humana8-k05012013.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 25, 2013
 
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 Louisville, Kentucky on April 25, 2013, 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
Michael B. McCallister
127,344,736
1,986,240
182,507
8,945,756
Bruce D. Broussard
128,305,085
997,551
210,847
8,945,756
Frank A. D’Amelio
127,861,038
1,333,526
318,919
8,945,756
W. Roy Dunbar
121,011,396
8,159,871
342,216
8,945,756
Kurt J. Hilzinger
128,112,577
1,067,762
333,144
8,945,756
David A. Jones, Jr.
127,351,480
1,965,455
196,548
8,945,756
William J. McDonald
120,885,857
8,279,733
347,893
8,945,756
William E. Mitchell
126,917,228
2,239,703
356,552
8,945,756
David B. Nash, M.D.
128,034,990
1,211,089
267,404
8,945,756
James J. O’Brien
126,535,728
2,633,529
344,226
8,945,756
Marissa T. Peterson
121,043,621
8,167,489
302,373
8,945,756

 
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, 2013
136,544,786
1,252,242
662,211
0
         
Board proposal regarding advisory approval of the
company’s executive compensation
 
84,685,352
43,784,069
1,044,062
8,945,756
Stockholder proposal regarding disclosure of political contributions and expenditures
26,818,663
82,206,236
20,488,584
8,945,756
         


 
 
 

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
              Vice President and Controller
              (Principal Accounting Officer)
 
 
 

 
 
Dated:    May 1, 2013