01—Abstract
Summary
Summary of the 8-K filed April 18, 2025. Cited figures are marked; the original filing is the authoritative source.
Humana Inc. held its regular annual meeting of stockholders on April 17, 2025, with holders of 105,203,172 shares of common stock present by valid proxy, which constituted a quorum.
The filing states that there was no solicitation in opposition to management's director nominees. Stockholders voted on three proposals detailed in the Company's Proxy Statement. All eleven director nominees were elected to the Board of Directors, each to serve until the next annual meeting or until a successor is elected and qualified.
Stockholders also approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2025. In addition, the non-binding advisory vote on executive compensation was approved. Vote tallies show that the director vote for Frank A.
D'Amelio (6,022,785 against) and Karen W. Katz (6,040,964 against) drew the highest opposition among the nominees, while several other nominees received fewer than 1,000,000 votes against. The executive compensation proposal received 89,310,631 votes for and 10,567,799 votes against.
02—Key points
Key Highlights
- Humana's annual meeting was held April 17, 2025, with 105,203,172 shares represented by proxy, constituting a quorum.
- All eleven director nominees were elected to the Board of Directors.
- Frank A. D'Amelio and Karen W. Katz received the highest 'Against' votes among director nominees, at 6,022,785 and 6,040,964 respectively.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2025, with 98,877,049 votes for and 6,290,061 against.
- The non-binding advisory vote on executive compensation was approved, with 89,310,631 votes for and 10,567,799 against.
- The filing states there was no solicitation in opposition to management's director nominees.
03—Questions
Frequently Asked Questions
How many shares were represented at the annual meeting?
Holders of 105,203,172 shares of the Company's common stock were present at the April 17, 2025 Annual Meeting by valid proxy, which constituted a quorum.
Which directors were elected, and for what term?
All eleven nominees were elected to the Board of Directors, including Raquel C. Bono, M.D., 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, James A. Rechtin, and Gordon Smith. Each will serve until the next annual meeting or until a successor is elected and qualified.
Which independent auditor did stockholders ratify?
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025, with 98,877,049 votes for, 6,290,061 against, and 36,062 abstaining.
How did stockholders vote on executive compensation?
The non-binding, advisory vote on executive compensation was approved, with 89,310,631 votes for, 10,567,799 against, 131,538 abstaining, and 5,193,204 broker non-votes.
04—Continue