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): August 21, 2017 (August 17, 2017)

Humana Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-5975	61-0647538
(Commission File Number)	(IRS Employer Identification No.)
500 West Main Street, Louisville, KY	40202
(Address of Principal Executive Offices)	(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 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))

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 August 17, 2017, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from ten to eleven and elected Mr. Frank J. Bisignano as a director of the Company.

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

Mr. Bisignano will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in a current report filed by the Company with the U.S. Securities and Exchange Committee on July 5, 2017. In connection with his election to the Board, Mr. Bisignano also will be granted restricted stock units (RSUs) in accordance with the Company’s director compensation program. The number of the RSUs granted will be a pro rata portion of the annual stock compensation for our directors, and will be determined based upon the value of the Company’s stock as of the grant date. Mr. Bisignano has not yet been appointed to any committees of the Board.

On August 21, 2017, the Company issued a press release announcing the election of Mr. Bisignano, 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, dated August 21, 2017

.

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
	Vice President, Chief Accounting Officer and Controller

Dated: August 21, 2017

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated August 21, 2017

EX-99.1

Exhibit 99.1

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FOR MORE INFORMATION, CONTACT:
Humana Investor Relations
Amy Smith, 502-580-2811
asmith3@humana.com

or

Humana Corporate Communications

Tom Noland, 502-580-3674

tnoland@humana.com

Humana Elects Frank Bisignano to Board of Directors

LOUISVILLE, Ky. — August 21, 2017 — Humana Inc. (NYSE: HUM) announced today that Frank Bisignano has been elected as a member of the company’s board of directors.

Bisignano, 58, is Chairman of the Board and Chief Executive Officer of First Data, a global leader in commerce-enabling technology and solutions. Since joining First Data in 2013, he has been instrumental in transforming the company from its position as a traditional payment processor into a technology innovator, industry collaborator and commerce enabler.

Prior to his tenure at First Data, Bisignano was co-Chief Operating Officer for J.P. Morgan Chase and Chief Executive Officer of its Mortgage Banking unit. Earlier in his career, he held several executive roles at Citigroup that included serving on the bank’s management committee.

“Frank is a proven business leader who understands the importance of technology as a solution to complex problems, which is a key part of Humana’s strategy to integrate a fragmented health care system through leveraging technology,” said Humana Chairman of the Board Kurt J. Hilzinger. “We believe this integration sits at the heart of a health care system that considers and cares for the ‘whole person’ while delivering true value. The depth and breadth of Frank’s experiences and insights will serve our Board of Directors well.”

Bisignano’s election brings the number of Humana directors to 11.

About Humana

Humana Inc. 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.

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More information regarding Humana is available to investors via the Investor Relations page of the company’s web site at www.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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