01—Abstract
Summary
Summary of the 8-K filed April 19, 2024. Cited figures are marked; the original filing is the authoritative source.
Humana Inc. held its regular annual meeting of stockholders in Louisville, Kentucky, on April 18, 2024.
All eleven director nominees were elected, each to serve until the next annual meeting or until a successor is elected and qualified. Karen W. Katz received the most votes against among the nominees, with 13,356,818 against and 84,191,240 for.
Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 95,761,126 votes for and 7,454,977 against. Stockholders approved the board's advisory proposal on executive compensation with 89,131,142 votes for and 8,422,934 against. They also approved an amendment to the Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law, with 83,361,627 votes for and 14,226,255 against.
A separate amendment to eliminate the supermajority voting requirement in connection with certain transactions received 96,562,716 votes for and 1,076,542 against. A stockholder proposal calling for a simple majority vote received 49,977,350 votes for and 47,454,113 against, with 376,486 abstentions. Broker non-votes were 5,572,071 on the director, executive compensation, officer liability, and supermajority proposals, and the filing reports them as N/A for the auditor ratification.
02—Key points
Key Highlights
- Annual meeting held April 18, 2024 in Louisville, Kentucky; all 11 director nominees were elected.
- Karen W. Katz drew the highest against vote among directors, with 13,356,818 against and 84,191,240 for.
- PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for the year ending December 31, 2024, with 95,761,126 votes for.
- Advisory say-on-pay proposal on executive compensation received 89,131,142 votes for and 8,422,934 against.
- Amendment limiting liability of certain officers received 83,361,627 votes for and 14,226,255 against.
- Amendment eliminating the supermajority voting requirement for certain transactions received 96,562,716 votes for and 1,076,542 against.
- Stockholder proposal on simple majority vote received 49,977,350 votes for and 47,454,113 against.
03—Questions
Frequently Asked Questions
Who was elected to Humana's board of directors at the 2024 annual meeting?
All eleven director nominees were elected: Raquel C. Bono, M.D., Bruce D. Broussard, Frank A. D'Amelio, David T. Feinberg, M.D., Wayne A. I. Frederick, M.D., John W. Garratt, Kurt J. Hilzinger, Karen W. Katz, Marcy S. Klevorn, Jorge S. Mesquita, and Brad D. Smith. Each will serve until the next annual meeting or until a successor is elected and qualified.
Did stockholders approve the executive compensation proposal?
The advisory proposal on executive compensation received 89,131,142 votes for, 8,422,934 against, and 253,873 abstentions, with 5,572,071 broker non-votes. The filing describes the proposal as an advisory approval of the company's executive compensation.
What was the outcome of the stockholder proposal on simple majority voting?
The stockholder proposal on simple majority vote received 49,977,350 votes for, 47,454,113 against, and 376,486 abstentions, with 5,572,071 broker non-votes. The filing reports these vote tallies but does not state a conclusion on the outcome.
Which governance changes were put to a stockholder vote?
Stockholders voted on two amendments to the Restated Certificate of Incorporation. One would limit the liability of certain officers as permitted by Delaware law and received 83,361,627 votes for. The other would eliminate the supermajority voting requirement in connection with certain transactions and received 96,562,716 votes for.
04—Continue