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 18, 2024, 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.
Proposal #1: The final results of the election of directors were as follows:
|
|
|
Name
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
|
Raquel C. Bono, M.D.
|
96,604,187
|
1,009,232
|
194,530
|
5,572,071
|
|
Bruce D. Broussard
|
96,106,155
|
1,489,599
|
212,195
|
5,572,071
|
|
Frank A. D'Amelio
|
88,516,109
|
9,069,182
|
222,658
|
5,572,071
|
|
David T. Feinberg, M.D.
|
91,559,653
|
6,037,683
|
210,613
|
5,572,071
|
|
Wayne A. I. Frederick, M.D.
|
93,243,594
|
4,343,790
|
220,565
|
5,572,071
|
|
John W. Garratt
|
96,409,473
|
1,175,097
|
223,379
|
5,572,071
|
|
Kurt J. Hilzinger
|
93,487,412
|
4,105,284
|
215,253
|
5,572,071
|
|
Karen W. Katz
|
84,191,240
|
13,356,818
|
259,891
|
5,572,071
|
|
Marcy S. Klevorn
|
96,607,070
|
999,177
|
201,702
|
5,572,071
|
|
Jorge S. Mesquita
|
96,408,843
|
1,170,853
|
228,253
|
5,572,071
|
|
Brad D. Smith
|
96,330,579
|
1,256,383
|
220,987
|
5,572,071
|
In addition, the stockholders voted on the following proposals and cast their votes as described below:
|
|
|
Proposal #2
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
|
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024
|
95,761,126
|
7,454,977
|
163,917
|
N/A
|
|
|
|
Proposal #3
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
Board proposal regarding advisory approval of the
Company's executive compensation
|
89,131,142
|
8,422,934
|
253,873
|
5,572,071
|
|
|
|
Proposal #4
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
|
Amendment to the Company's Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law
|
83,361,627
|
14,226,255
|
220,067
|
5,572,071
|
|
|
|
Proposal #5
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
|
Amendment to the Company's Restated Certificate of Incorporation to eliminate supermajority voting requirement in connection with certain transactions
|
96,562,716
|
1,076,542
|
168,691
|
5,572,071
|
|
|
|
Proposal #6
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
|
Stockholder proposal on simple majority vote
|
49,977,350
|
47,454,113
|
376,486
|
5,572,071
|
