Humana : Official notification to shareholders of matters to be brought to a vote ("Proxy")

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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 ☒ Check the appropriate box:

• ☐ Preliminary Proxy StatementFiled by a Party other than the Registrant ☐

• ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

• ☒ Definitive Proxy Statement

• ☐ Definitive Additional Materials

• ☐ Soliciting Material Pursuant to §240.14a-12

Humana Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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Humana Inc.

500 West Main Street

Louisville, Kentucky 40202

Dear Fellow Stockholders:

We would like to invite you to attend the Annual Meeting of Stockholders of Humana Inc., to be held on Thursday, April 18, 2019, at 9:30 a.m., Eastern Time, at the Company's headquarters, located at 500 West Main Street, 25th Floor Auditorium, in Louisville, Kentucky. The meeting will also be webcast via the Internet at the Investor Relations section of the Company's website,www.humana.com. This proxy statement contains information about our Company and the four proposals to be voted upon by stockholders at the meeting. Please give this information your careful attention.

(Top Photo: Kurt Hilzinger; Bottom Photo: Bruce Broussard)

This year, we will once again be taking advantage of U.S. Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders on the Internet. These materials will be available on the Internet on or about March 6, 2019. We continue to believe that Internet delivery of our proxy materials allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.

We hope you can attend the meeting. However, even if you are unable to join us, we urge you to still exercise your right as a stockholder and vote by telephone, mail or using the Internet. The vote of every stockholder is important.

This proxy statement is being mailed or transmitted on or about March 6, 2019, to our stockholders of record as of February 25, 2019.

2018 Summary

Total Stockholder Return

Humana had a strong year of growth and success in 2018. We're proud of the way we executed our plan and delivered positive results in all areas of the business. Fueled by strong Medicare Advantage results and the success of our integrated care delivery model, we reported earnings per diluted common share (EPS) of $12.16 and Adjusted EPS of $14.55*, growth of over 24% compared to Adjusted EPS of $11.71 in 2017. Strong Medicare Advantage membership growth during 2018 and the company's transition to providing healthcare services to military service members, retirees, and their families under the new TRICARE East Region contract led to growing our membership base by over 18%, reaching 16.6 million members at year-end. Despite our exiting the individual commercial business as of January 1, 2018, we reported revenues of $56.91 billion in 2018 exceeding revenues of $53.77 billion in 2017, backed again by the strong growth of our Medicare Advantage business. As we move into 2019, we intend to continue advancing our consumer and health-focused strategy, recognizing the importance of being on the leading edge of value-based care.

Returned to Stockholders

We're excited about our opportunity to improve the lives of the millions of people we serve while helping lead the way in transforming the future of our industry. We owe our success, in no small part, to our employees, members, clinical and governmental partners and shareholders. We especially want to thank our approximately 42,000 employees for their dedication, commitment and skill in serving our members. We're proud to enter 2019 with employee engagement at an all-time high in the 92nd percentile, representing world-class engagement. Our thanks also goes out to our members for choosing and entrusting us to serve their most important and personal needs - their health. We would also like to thank our clinical and governmental partners for their collective commitment in working with us to improve population health through actions that put healthcare consumers first, resulting in better outcomes and reduced costs. And finally, we'd like to thank you, our shareholders. Thanks for your commitment to our organization and for believing in our mission.

Sincerely,

Kurt J. Hilzinger	Bruce D. Broussard
Chairman of the Board	Director, President and Chief Executive Officer
and Stockholder	and Stockholder
March 6, 2019	March 6, 2019

*

Please refer to section entitled "Organization and Compensation Committee Report" in this proxy statement for a reconciliation of non-GAAP to GAAP financial measures.

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Notice of 2019 Annual Meeting of Stockholders

Time and Date:

9:30 a.m., Eastern Time, on Thursday, April 18, 2019

Location:

Humana Inc. headquarters, located at 500 West Main Street, 25th Floor Auditorium, in Louisville, Kentucky

Agenda:

• 1. Elect the ten (10) director nominees named in the proxy statement.

• 2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered

• public accounting firm for 2019.

• 3. Non-binding advisory vote to approve the compensation of the Company's Named Executive Officers.

• 4. Approve the Amended and Restated Humana Inc. Stock Incentive Plan.

• 5. Consider any other business properly brought before the meeting.

Record Date:

February 25, 2019. Humana stockholders of record at the close of business on that date will be entitled to vote.

Proxy Voting:

Your vote is important so that as many Shares as possible will be represented. Please vote by one of the following methods:

• • BY INTERNET

• • BY TELEPHONE

• • BY RETURNING YOUR PROXY CARD (if you elected to receive printed materials)

See instructions on your proxy card or at the voting site (www.ProxyVote.com).

By Order of the Board of Directors,

Joseph C. Ventura

Chief Legal Officer & Corporate Secretary March 6, 2019

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Table of Contents

Proxy Summary

Frequently Asked Questions

Company Overview

Corporate Governance

Role of the Board and Board Leadership Qualifications and Process of Nominating Directors Director Independence

Committee membership and Attendance Audit Committee

Organization & Compensation Committee Nominating & Corporate Governance Committee Executive Committee

Investment Committee Technology Committee Corporate Governance Policies

Proposal One: Election of DirectorsDirector Compensation

Stock Ownership Information

Compensation Discussion and Analysis

i

Organization & Compensation Committee Report 45

1

Executive Compensation 46

7

Certain Transactions with Management and Others 58

8

Audit Committee Report 59

8

9

Proposal Two: Ratification of Appointment

12

of Independent Registered Public Accounting Firm 61

13

13

14

15

Proposal Three: Non-binding Advisory Vote With Respect to the Compensation of the Company's Named Executive Officers

16

16

16

16

62

63

Incorporation by Reference 74

1824 27 30

Additional Information 74