HUMANA INC — Remuneration Information 2012

Mar 5, 2012

DEFA14A 1 humanadefa14a2012.htm HUMANA INC. DEFA14A 2012 humanadefa14a2012.htm Licensed to: Humana Document Created using EDGARizer 2020 5.4.1.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Definitive Proxy Statement
x	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12

Humana Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

On March 5, 2012, Humana Inc. (the “Company”) made the following communication available to the Company’s employees:

Highlights

• You may have the right to vote on items being presented at our stockholders meeting

• Annual stockholders meeting is scheduled for April 26, 2012

Exercise your voting privilege as a Humana stockholder

Humana associates who participate in our company’s Retirement Savings (401[k]) Plan and have invested funds in the Humana Common Stock Fund have the right to vote on items being presented at this year’s annual stockholders’ meeting, scheduled for April 26, 2012. You may submit one vote for each share held in your Humana Common Stock account as of February 27, 2012.

What documents do you need to vote?

Every year, Humana produces a document - the proxy statement - that details all of the information the company’s stockholders need in order to make informed votes. The proxy becomes available to stockholders and the public after Humana files it with the federal Securities and Exchange Commission on Monday, March 5, 2012. In order to vote, you must also receive an official “voting card.”

When will you receive the proxy statement and voting card?

Starting March 5 th , all stockholders who have (recently or in prior years) successfully submitted electronic requests for a proxy statement and voting card will then receive - via the e-mail address you designated during the online-registration process - a proxy statement and voting card. (Please watch for e-mail from ID@ProxyVote.com .) If you did not sign up for electronic delivery of these materials, you’ll receive a “Notice and Access Card” in the mail at home regarding the material.

When can participants in the Humana Retirement Savings Plan vote?

If you wish to vote, you may do so AFTER you receive your voting card. You then must vote BEFORE 11:59 p.m., EDT on Thursday, April 19, 2012, through Humana’s Retirement Savings Plan Trustee - Charles Schwab - with Broadridge acting as tabulator. If your voting instructions are received by 11:59 p.m. EDT on Thursday, April 19, 2012, the Trustee will submit a proxy that reflects your instructions. If you do not give voting instructions (or give them late), the Trustee will vote your interest in the Humana Common Stock Fund in the same proportion as the shares attributed to the Humana Retirement Savings Plan actually voted. Humana’s stockholders’ meeting will be held on April 26, 2011.

Whom do you contact for answers to your stockholder-voting-process questions?

If you have any questions, please contact Joan Lenahan via Lotus Notes (Joan O. Lenahan/Louisville/Humana).

On March 5, 2012, the Company distributed the following “Notice Regarding the Availability of Proxy Materials” to its shareholders as of the record date of February 27, 2012.

*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 26, 2012

HUMANA INC.	Meeting Information
	Meeting Type: Annual Meeting
	For holders as of: February 27, 2012
	Date: April 26, 2012 Time: 9:00 AM EDT
	Location: Humana Building 25 th Floor Auditorium 500 West Main Street Louisville, Kentucky 40202
HUMANA INC. 500 WEST MAIN STREET 21 st FLOOR LOUISVILLE, KENTUCKY 40202-4268	You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.
M29484-P05513	See the reverse side of this notice to obtain proxy materials and voting instructions.

• Before You Vote -

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com . How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 7, 2011 to facilitate timely delivery.

• How To Vote -

Please Choose One of the Following Voting Methods

Vote In Person: Attend the Annual Meeting and request a ballot to vote these shares. Mark voting instructions on the ballot and deliver to the Inspectors of Elections. Vote By Internet: To vote now by Internet, go to www.proxyvote.com . Have the information that is printed in the box marked by the arrow ® XXXX XXXX XXXX available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

M29485-P05513

Voting Items
The Board of Directors recommends you vote FOR the following proposals:
1.	Election of Directors.
	Nominees:
	1a) Frank A. D’Amelio	2.	2.The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.
	1b) W. Roy Dunbar
	1c) Kurt J. Hilzinger	3.	3.The approval of the compensation of the named executive officers as disclosed in the 2012 proxy statement.
	1d) David A. Jones, Jr.
	1e) Michael B. McCallister
	1f) William J. McDonald
	1g) William E. Mitchell
	1h) David B. Nash, M.D.
	1i) James J. O’Brien
	1j) Marissa T. Peterson
		At their discretion, the Proxies are authorized to vote upon any other matters as may come before the Annual Meeting.

M29486-P05513