- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 11 2011 - 3:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of 1934 (Amendment
No. )
Filed by the
Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
§240.14a-12
AETNA INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Aetna proxy available; executive compensation explained
Aetnas annual proxy statement has been posted on line for shareholders and the general public. The
proxy statement summarizes 2010 compensation for Aetnas six highest-paid executives. Given the
public and political focus on administrative costs of health insurers, we anticipate some media
attention on executive compensation. The following information explains some key aspects of our
executive compensation philosophy.
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Executive compensation is tied to financial performance.
A significant portion of
executive pay varies each year. Aetna had a successful 2010 based on a number of internal
and external metrics, including strong operating earnings and underwriting margin. As a
result, the annual bonus plan was funded at 166.8 percent of target. Executive
compensation for 2010 reflected our strong performance last year. Aetnas overall bonus
payout to
all
employees for 2010 exceeded $250 million.
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Executives are required to own a certain amount of Aetna stock
. Requiring leaders to
invest in the company they lead aligns the interests of our executives with our
shareholders.
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Aetnas executive compensation philosophy reinforces the importance of delivering value
to our shareholders
. Aetna believes that a significant portion of executive compensation
should be variable and based on meeting defined performance goals and/or stock price
change. For this reason, not all of an executives pay is predictable. In addition to a
base salary, executives receive stock-based compensation. The value of this stock-based
compensation typically depends on Aetnas stock price and whether Aetna achieves financial
goals set at the time of grant. Some forms of stock-based compensation (options and SARs)
have expiration dates. The expiration date means these grants must be exercised (sold or
purchased and held) within a specific period (usually 10 years) or they are forfeited.
Some grants expire with no value. In other words, executive compensation has some elements
of certainty (base salary) and other elements that represent potential, but not
guaranteed, value.
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Salaries and variable pay for Aetnas most senior leaders are reviewed and approved each year by
the Aetna Board of Directors Committee on Compensation and Organization. Executives compensation
is designed to be competitive relative to our closest competitors, as well as certain companies we
compete against for talent and capital. Ultimately, pay decisions for senior leadership are based
on the competitive environment and each executives contributions towards achieving financial and
other goals that are linked to the Companys business strategy.
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