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 21, 2017 (April 20, 2017)
 
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 20, 2017, 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.
 
Proposal #1 :  The final results of the election of directors were as follows:
 
Name
For
Against
Abstained
Broker Non-Votes
Kurt J. Hilzinger
120,400,142
1,412,723
189,377
        6,710,393
Bruce D. Broussard
120,709,922
1,178,133
114,187
6,710,393
Frank A. D’Amelio
120,104,073
1,711,849
186,320
6,710,393
W. Roy Dunbar
120,411,479
1,409,284
181,479
6,710,393
David A. Jones, Jr.
118,885,072
2,986,864
130,306
6,710,393
William J. McDonald
121,232,095
583,525
186,622
6,710,393
William E. Mitchell
121,040,930
773,994
187,318
6,710,393
David B. Nash, M.D.
121,536,361
296,779
169,102
6,710,393
James J. O’Brien
120,524,708
1,292,341
185,193
6,710,393
Marissa T. Peterson
121,168,483
674,511
159,248
6,710,393

 
In addition, the stockholders voted on the following proposals and cast their votes as described below:
 
Proposal #2
For
Against
Abstained
Broker Non-Votes
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017
 
127,321,490
1,249,598
141,547
0
Proposal #3
For
Against
Abstained
Broker Non-Votes
Board proposal regarding advisory approval of the
company’s executive compensation
 
116,261,620
5,404,290
336,332
6,710,393
Proposal #4
One Year
Two Years
Three Years
Abstain
Board proposal regarding advisory vote with respect to the frequency of future stockholder votes on executive compensation
 
111,094,029
126,753
10,650,312
131,148
Proposal #5
For
Against
Abstained
Broker Non-Votes
Stockholder proposal with respect to the adoption of a proxy access bylaw
92,822,859
28,787,731
391,652
6,710,393


 
 
 

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/   Cynthia H. Zipperle                              
              Cynthia H. Zipperle
              Vice President, Chief Accounting Officer     and Controller
 
 
Dated:    April 21, 2017
 

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