Humana (HUM) holders approve 2026 stock plan, reject parachute proposal

Rhea-AI Filing Summary

Humana Inc. held its annual shareholder meeting on April 16, 2026, where all ten director nominees were elected to the board. A quorum was present, with 107,941,773 common shares represented by valid proxy.

Shareholders approved the ratification of PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026, supported the non-binding advisory vote on executive compensation, and approved the Humana Inc. 2026 Stock Incentive Plan. A shareholder proposal seeking a shareholder approval requirement for excessive golden parachutes did not pass.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 107,941,773 shares Auditor ratification votes for: 102,433,686 votes Say-on-pay votes for: 97,237,851 votes +3 more

6 metrics

Shares represented at meeting 107,941,773 shares Common stock present by valid proxy at the annual meeting

Auditor ratification votes for 102,433,686 votes For ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Say-on-pay votes for 97,237,851 votes For non-binding advisory vote on executive compensation

2026 Stock Incentive Plan votes for 97,655,200 votes Approval of Humana Inc. 2026 Stock Incentive Plan

Golden parachute proposal votes for 41,970,892 votes Support for shareholder golden parachute approval requirement proposal, which failed

Largest director support example 101,367,406 votes for Votes for director nominee James A. Rechtin

Key Terms

broker non-votes, non-binding, advisory vote, independent registered public accounting firm, 2026 Stock Incentive Plan, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 97,237,851 | 4,669,732 | 295,145 | 5,739,045"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory vote financial

"The non-binding, advisory vote with respect to the Company’s executive compensation was approved."

independent registered public accounting firm financial

"PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

2026 Stock Incentive Plan financial

"The vote with respect to the Humana Inc. 2026 Stock Incentive Plan was approved."

golden parachutes financial

"stockholder proposal requesting shareholder approval requirement for excessive golden parachutes was not approved."

Understanding 8-K Material Events →

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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 20, 2026 (April 16, 2026)

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.)

101 East 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 16, 2026 (the “Annual Meeting”), for the purpose of voting on the five (5) proposals detailed in the Company’s Proxy Statement. There were present at the Annual Meeting by valid proxy the holders of 107,941,773 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 ten (10) 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.			101,247,023			852,333			103,372			5,739,045
Frank A. D’Amelio			97,025,521			5,065,710			111,497			5,739,045
David T. Feinberg, M.D.			100,915,674			1,169,313			117,741			5,739,045
Wayne A. I. Frederick, M.D.			85,170,452			16,912,783			119,493			5,739,045
Kurt J. Hilzinger			98,144,471			3,950,736			107,521			5,739,045
Karen W. Katz			99,324,708			2,762,723			115,297			5,739,045
Marcy S. Klevorn			101,233,979			854,134			114,615			5,739,045
Jorge S. Mesquita			101,329,642			742,426			130,660			5,739,045
James A. Rechtin			101,367,406			735,540			99,782			5,739,045
Gordon Smith			101,021,639			1,055,631			125,458			5,739,045

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, 2026, was approved. The voting results were as follows:

For			Against			Abstained			Broker Non-Votes
102,433,686			5,381,161			126,926			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
97,237,851			4,669,732			295,145			5,739,045

Proposal #4: The vote with respect to the Humana Inc. 2026 Stock Incentive Plan was approved. The voting results were as follows:

For			Against			Abstained			Broker Non-Votes
97,655,200			4,295,549			251,979			5,739,045

Proposal #5: The vote with respect to a stockholder proposal requesting shareholder approval requirement for excessive golden parachutes was not approved. The voting results were as follows:

For			Against			Abstained			Broker Non-Votes
41,970,892			59,079,279			1,152,557			5,739,045

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/ Valerie M. Talkers
			Valerie M. Talkers
			Vice President, Associate General Counsel & Corporate Secretary

Dated: April 20, 2026

FAQ

What did Humana (HUM) shareholders decide at the 2026 annual meeting?

Humana shareholders re-elected ten directors, approved the 2026 Stock Incentive Plan, ratified PricewaterhouseCoopers as auditor, and endorsed the advisory executive compensation vote. They rejected a shareholder proposal on approval requirements for excessive golden parachute arrangements.

How many Humana (HUM) shares were represented at the 2026 annual meeting?

At the 2026 annual meeting, holders of 107,941,773 Humana common shares were present by valid proxy, establishing a quorum. This level of representation allowed all five proposals on the agenda to be validly considered and voted upon.

Was Humana (HUM) executive compensation approved by shareholders in 2026?

Yes. The non-binding, advisory vote on Humana’s executive compensation was approved, receiving 97,237,851 votes for, 4,669,732 against, and 295,145 abstentions, with 5,739,045 broker non-votes recorded on this proposal.

Did Humana (HUM) shareholders approve the 2026 Stock Incentive Plan?

Yes. The Humana Inc. 2026 Stock Incentive Plan was approved with 97,655,200 votes for, 4,295,549 against, and 251,979 abstentions, plus 5,739,045 broker non-votes. This authorizes the company’s new equity incentive framework for 2026 and beyond.

What happened to the Humana (HUM) golden parachute shareholder proposal?

The shareholder proposal requesting a shareholder approval requirement for excessive golden parachutes was not approved. It received 41,970,892 votes for, 59,079,279 against, and 1,152,557 abstentions, along with 5,739,045 broker non-votes.

Which auditor did Humana (HUM) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Humana’s independent registered public accounting firm for the year ending December 31, 2026. The vote totals were 102,433,686 for, 5,381,161 against, and 126,926 abstentions, with broker non-votes not applicable.

Filing Exhibits & Attachments

3 documents

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