HUMANA INC

Regulatory Filings • Apr 18, 2025

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 18, 2025 ( April 17, 2025 )

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-5975	61-0647538
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 West Main Street , Louisville , Kentucky 40202

(Address of principal executive offices, including 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	HUM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

The regular annual meeting of the stockholders of Humana Inc. (the "Company") was held on April 17, 2025 (the “Annual Meeting”), for the purpose of voting on the three (3) proposals detailed in the Company’s Proxy Statement. There were present at the Annual Meeting by valid proxy the holders of 105,203,172 shares of the Company’s common stock, constituting a quorum.

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. The voting results on each proposal submitted to the stockholders of the Company at the Annual Meeting are herein disclosed.

Proposal #1 : Each of the eleven (11) nominees for director were elected to the Company’s Board of Directors. The term of office for each director will be until the next annual meeting or until their successors shall be elected and qualified. The voting results for each director were as follows:

Name	For	Against	Abstained	Broker Non-Votes
Raquel C. Bono, M.D.	99,603,400	353,601	52,967	5,193,204
Frank A. D’Amelio	93,931,003	6,022,785	56,180	5,193,204
David T. Feinberg, M.D.	97,191,762	2,760,579	57,627	5,193,204
Wayne A. I. Frederick, M.D.	96,965,408	2,988,296	56,264	5,193,204
John W. Garratt	99,435,685	510,790	63,493	5,193,204
Kurt J. Hilzinger	97,159,271	2,787,647	63,050	5,193,204
Karen W. Katz	93,912,129	6,040,964	56,875	5,193,204
Marcy S. Klevorn	99,516,177	436,909	56,882	5,193,204
Jorge S. Mesquita	99,427,699	521,966	60,303	5,193,204
James A. Rechtin	99,257,117	694,599	58,252	5,193,204
Gordon Smith	99,384,621	564,372	60,975	5,193,204

Proposal #2 : The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, was approved. The voting results were as follows:

For	Against	Abstained	Broker Non-Votes
98,877,049	6,290,061	36,062	Not Applicable

Proposal #3 : The non-binding, advisory vote with respect to the Company’s executive compensation was approved. The voting results were as follows:

For	Against	Abstained	Broker Non-Votes
89,310,631	10,567,799	131,538	5,193,204

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/ Joseph M. Ruschell
	Joseph M. Ruschell
	Vice President, Associate General Counsel & Corporate Secretary

Dated: April 18, 2025