form8-k04262012.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 26, 2012
 
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 26, 2012, 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
126,293,088
3,523,530
52,066
9,740,260
Frank A. D’Amelio
129,039,349
728,413
100,922
9,740,260
W. Roy Dunbar
126,550,034
3,213,176
105,474
9,740,260
Kurt J. Hilzinger
129,533,647
224,328
110,709
9,740,260
David A. Jones, Jr.
128,776,552
1,029,550
62,582
9,740,260
William J. McDonald
126,568,498
3,190,157
110,029
9,740,260
William E. Mitchell
128,176,416
1,575,768
116,500
9,740,260
David B. Nash, M.D.
129,387,749
371,639
109,296
9,740,260
James J. O’Brien
129,500,761
251,403
116,520
9,740,260
Marissa T. Peterson
126,531,210
3,235,133
102,341
9,740,260

 
In addition, the stockholders approved the following:
 
 
(1)  
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012, by a vote of 138,260,394 for; 1,290,511 against; and 58,039 abstentions.
 
 
(2)  
On an advisory basis, the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis section, the compensation tables, and the accompanying narrative disclosure, set forth in the Company’s proxy statement for the April 26, 2012 Annual Meeting of Stockholders, by a vote of 122,412,545 for; 7,181,770 against; and 265,369 abstentions; with 9,740,260 broker non-votes.
 

 
 
 

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:    April 26, 2012