01—Abstract
Summary
Summary of the 8-K filed April 20, 2026. Cited figures are marked; the original filing is the authoritative source.
Humana Inc. held its regular annual meeting of stockholders on April 16, 2026, with holders of 107,941,773 shares of common stock present by valid proxy, constituting a quorum.
Stockholders voted on five proposals described in the company's Proxy Statement. The filing reports that there was no solicitation in opposition to management's director nominees. All ten director nominees were elected to serve until the next annual meeting or until their successors are elected and qualified.
Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, approved the non-binding advisory vote on executive compensation, and approved the Humana Inc. 2026 Stock Incentive Plan. Several director nominees received substantially more votes against them than some others, with Wayne A. I.
Frederick, M.D. receiving 85,170,452 votes for and 16,912,783 against. The one proposal not approved was a stockholder proposal requesting a shareholder approval requirement for excessive golden parachutes, which received 41,970,892 votes for, 59,079,279 against, and 1,152,557 abstentions, with 5,739,045 broker non-votes.
02—Key points
Key Highlights
- Annual meeting held April 16, 2026, with 107,941,773 shares present by valid proxy, constituting a quorum
- All ten director nominees elected, including Raquel C. Bono, M.D., David T. Feinberg, M.D., Karen W. Katz, and James A. Rechtin
- Wayne A. I. Frederick, M.D. received the lowest support among nominees, with 85,170,452 votes for and 16,912,783 against
- PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2026, with 102,433,686 votes for and 5,381,161 against
- Non-binding advisory vote on executive compensation approved, with 97,237,851 votes for and 4,669,732 against
- Humana Inc. 2026 Stock Incentive Plan approved, with 97,655,200 votes for and 4,295,549 against
- Stockholder proposal on a shareholder approval requirement for excessive golden parachutes not approved, with 41,970,892 votes for and 59,079,279 against
03—Questions
Frequently Asked Questions
When and where was Humana's 2026 annual meeting of stockholders held?
The filing states the regular annual meeting of stockholders was held on April 16, 2026, for the purpose of voting on five proposals detailed in the company's Proxy Statement. The filing does not specify a location.
Were all Humana board nominees elected?
Yes. The filing states that each of the ten nominees for director was elected to the Board of Directors, with terms running until the next annual meeting or until successors are elected and qualified.
Which shareholder proposal failed at the meeting?
A stockholder proposal requesting a shareholder approval requirement for excessive golden parachutes was not approved. It received 41,970,892 votes for, 59,079,279 against, and 1,152,557 abstentions, with 5,739,045 broker non-votes.
Who is Humana's independent auditor for 2026?
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2026, with 102,433,686 votes for, 5,381,161 against, and 126,926 abstentions.
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