8-K

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): September 8, 2020 (September 4, 2020)

Humana Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-05975	61-0647538
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 W. Main Street, Louisville, Kentucky 40202

(Address of Principal Executive Offices, and 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 (see General Instruction A.2. below):

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

☐
Pre-commencement communication 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(s)	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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective September 4, 2020, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from eleven to twelve and elected Raquel C. Bono, M.D. as a director of the Company.

The Board of Directors has determined that (i) Dr. Bono is independent within the meaning of the New York Stock Exchange’s director independence standards; (ii) there was no arrangement or understanding between Dr. Bono and any other persons pursuant to which Dr. Bono was selected as a director; and (iii) there are no material transactions involving Dr. Bono and the Company.

Dr. Bono will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed by the Company in its proxy statement filed with the U.S. Securities and Exchange Commission on March 4, 2020. In connection with her election to the Board, Dr. Bono also will be granted restricted stock units (RSUs) in accordance with the Company’s director compensation program. Dr. Bono is expected to be appointed to the Audit and Technology Committees of the Board.

On September 8, 2020, the Company issued a press release announcing the election of Dr. Bono, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Cynthia H. Zipperle
	Cynthia H. Zipperle
	Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

Dated:    September 8, 2020

EX-99.1

n e w s  r e l e a s e

FOR MORE INFORMATION, CONTACT:

Amy Smith

Investor Relations

Humana Inc.

502-580-2811

amysmith@humana.com

or

Mark Mathis

Corporate Communications

Humana Inc.

312-441-5010

mmathis@humana.com

Humana Elects Raquel C. Bono, M.D. to Board of Directors

LOUISVILLE, Ky. — Sept. 8, 2020 — Humana Inc. (NYSE: HUM) announced today that Raquel C. Bono, M.D. has been elected as a member of the company’s board of directors.

A board-certified trauma surgeon and retired Vice Admiral, U.S. Navy Medical Corps, Dr. Bono served as the Chief Executive Officer and Director for the Defense Health Agency (DHA), the joint, integrated combat support agency that enables all branches of the U.S. military medical services to provide health care to combatant commands. That post capped a military career during which Dr. Bono became known in the halls of the Pentagon, Congress and Executive Branch as a highly accomplished leader with high integrity.

During her tenure with the DHA, Dr. Bono integrated an unprecedented $50 billion worldwide health care enterprise for the Army, Navy, Air Force and Marine Corps, comprised of 50 hospitals and 300 clinics that provide care to more than nine million military personnel. She oversaw the Department of Defense deployment of electronic health records and facilitated the collaboration between the largest federated health systems of the Department of Defense and Department of Veterans Affairs (VA). Dr. Bono began her career with active duty deployment in Operations Desert Shield and Desert Storm and served in various roles with the Navy and TRICARE prior to joining DHA, including serving as Chief Executive Officer of a large military hospital.

“Dr. Bono’s decorated military service and distinguished and successful career in trauma surgery and health care administration will bring an important perspective to Humana’s Board and further contribute to its strategic composition,” said Humana Chairman of the Board Kurt J. Hilzinger. “Her extensive operational expertise and discipline in managing and advancing health care delivery systems will be vital as the company continues to evolve its clinical and care delivery strategies.”

An American College of Surgeons (ACS) Fellow since 1991, Dr. Bono served on the ACS Board of Governors and the Governors Health Policy and Advocacy Workgroup. She has been honored with the Defense Distinguished Service Medal, three Defense Superior Service Medals, four Legion of Merit Medals, two Meritorious Service Medals, and two Navy and Marine Corps Commendation medals. Since her retirement from DHA in October 2019, Dr. Bono has acted as Principal at RCB Consulting and served as Washington state director for COVID-19 Health System Response Management.

Her election brings the number of Humana directors to 12.

About Humana

Humana Inc. (NYSE: HUM) is committed to helping our millions of medical and specialty members achieve their best health. Our successful history in care delivery and health plan administration is helping us create a new kind of integrated care with the power to improve health and well-being and lower costs. Our efforts are leading to a better quality of life for people with Medicare, families, individuals, military service personnel, and communities at large.

To accomplish that, we support physicians and other health care professionals as they work to deliver the right care in the right place for their patients, our members. Our range of clinical capabilities, resources and tools – such as in-home care, behavioral health, pharmacy services, data analytics and wellness solutions – combine to produce a simplified experience that makes health care easier to navigate and more effective.

More information regarding Humana is available to investors via the Investor Relations page of the company’s website at humana.com, including copies of:

• Annual reports to stockholders

• Securities and Exchange Commission filings

• Most recent investor conference presentations

• Quarterly earnings news releases and conference calls

• Calendar of events

• Corporate Governance information

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Entity Registrant Name	Humana Inc.
Entity Incorporation, State or Country Code	DE
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Entity Address, Address Line One	500 W. Main Street
Entity Address, City or Town	Louisville
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Title of 12(b) Security	Common Stock
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