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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 19, 2024 (April 18, 2024)
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. 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



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 19, 2024