Additional Proxy Soliciting Materials (definitive) (defa14a)
March 06 2015 - 9:09AM
Edgar (US Regulatory)
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:
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Preliminary Proxy Statement |
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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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):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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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): |
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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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. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
On March 6, 2015, Humana Inc. (the Company) made the following communication
available to the Companys employees:
Highlights
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You may have the right to vote on items being presented at our stockholders meeting |
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Annual stockholders meeting is scheduled for April 16, 2015 |
Exercise your voting
privilege as a Humana stockholder
Humana associates who participate in our companys Retirement Savings Plan 401(k) and have
invested funds in the Humana Common Stock Fund have the right to vote on items being presented at this years annual stockholders meeting, scheduled for April 16, 2015. You may submit one vote for each share held in your Humana
Common Stock account as of February 20, 2015.
What documents do you need to vote?
Every year, Humana produces a document - the proxy statement - that details all of the information the companys 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 6, 2015. In order to vote, you must also receive an official
voting card.
When will you receive the proxy statement and voting card?
Starting March 6th, 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, youll 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 Wednesday, April 8,
2015, through Humanas Retirement Savings Plan Trustee - Charles Schwab - with Broadridge acting as tabulator. If your voting instructions are received by 11:59 p.m. EDT on Wednesday, April 8, 2015, 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. Humanas stockholders meeting will be held on April 16, 2015.
Whom do you contact for answers to your
stockholder-voting-process questions?
If you have any questions, please contact Joan Lenahan, Corporate Secretary.
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On March 6, 2015, the Company distributed the following Notice Regarding the Availability
of Proxy Materials to its shareholders as of the record date of February 20, 2015.
*** Exercise Your Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 16, 2015
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HUMANA INC. |
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Meeting Information |
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Meeting Type:
For holders as of:
Date: April 16, 2015 |
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Annual
Meeting February 20, 2015
Time: 9:30 a.m., EDT |
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Location: INTERCONTINENTAL BUCKHEAD
ATLANTA 3315 PEACHTREE ROAD NE
ATLANTA, GEORGIA 30326 |
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HUMANA INC.
500 WEST MAIN STREET 21st FLOOR LOUISVILLE, KENTUCKY 40202
ATTN: JOAN O. LENAHAN |
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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. |
M54104-P33258 |
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See the reverse side of this notice to obtain proxy materials and voting
instructions. |
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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
(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:
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BY INTERNET: |
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www.proxyvote.com |
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BY TELEPHONE: |
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1-800-579-1639 |
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BY E-MAIL*: |
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sendmaterial@proxyvote.com |
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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
(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 1, 2015 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
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.
M54105-P33258
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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HUMANA INC. |
The Board of Directors recommends you vote FOR proposals
1, 2, and 3: |
Vote on Directors |
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1. |
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Election of Directors. |
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Nominees: |
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For |
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Against |
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Abstain |
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For |
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Against |
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Abstain |
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1a) |
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Kurt J. Hilzinger |
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The ratification of the appointment of
PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm. |
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1b) |
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Bruce D. Broussard |
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1c) |
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Frank A. DAmelio |
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The approval of the compensation of the named executive
officers as disclosed in the 2015 proxy statement. |
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1d) |
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W. Roy Dunbar |
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1e) |
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David A. Jones, Jr. |
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1f) |
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William J. McDonald |
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1g) |
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William E. Mitchell |
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At their discretion, the Proxies are authorized to vote upon any other matters as may come before the Annual Meeting. |
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1h) |
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David B. Nash, M.D. |
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1i) |
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James J. OBrien |
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1j) |
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Marissa T. Peterson |
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For address changes and/or comments, please check this box
and written them on the back where indicated. |
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