Humana Inc. Reports Board Changes and Executive Compensation Updates

Ticker: HUM · Form: 8-K · Filed: 2024-12-03T00:00:00.000Z

Sentiment: neutral

Topics: executive-compensation, board-changes, governance

Related Tickers: HUM

TL;DR

Humana's board is shuffling, and exec pay plans are changing. Keep an eye on this.

AI Summary

On December 3, 2024, Humana Inc. filed an 8-K report detailing changes in its board of directors and executive compensation arrangements. The filing indicates the departure of certain officers and the election of new directors, alongside updates to compensatory plans for key executives. Specific details regarding the individuals involved and the financial implications of these compensatory arrangements are outlined within the report.

Why It Matters

Changes in a company's board and executive compensation can signal shifts in strategic direction or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in executive leadership and compensation can introduce uncertainty regarding future strategy and financial performance.

Key Players & Entities

FAQ

Who are the specific officers that have departed from Humana Inc.?

The filing indicates the departure of certain officers but does not name them specifically in the provided text.

Are there any newly elected directors mentioned in this filing?

Yes, the filing states the election of directors, but their names are not explicitly listed in the provided excerpt.

What specific compensatory arrangements for certain officers are being updated?

The filing mentions updates to compensatory arrangements for certain officers, but the details of these arrangements are not provided in the excerpt.

What is the primary reason for this 8-K filing?

The primary reasons for this filing are the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, as well as Regulation FD Disclosure and Financial Statements and Exhibits.

What is Humana Inc.'s state of incorporation and fiscal year end?

Humana Inc. is incorporated in Delaware and its fiscal year ends on December 31.

From the Filing

0000049071-24-000058.txt : 20241203 0000049071-24-000058.hdr.sgml : 20241203 20241203080743 ACCESSION NUMBER: 0000049071-24-000058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20241203 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20241203 DATE AS OF CHANGE: 20241203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUMANA INC CENTRAL INDEX KEY: 0000049071 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] ORGANIZATION NAME: 02 Finance IRS NUMBER: 610647538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05975 FILM NUMBER: 241521221 BUSINESS ADDRESS: STREET 1: 500 W MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025801000 MAIL ADDRESS: STREET 1: 500 W. MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 FORMER COMPANY: FORMER CONFORMED NAME: EXTENDICARE INC DATE OF NAME CHANGE: 19740404 FORMER COMPANY: FORMER CONFORMED NAME: HERITAGE HOUSE OF AMERICA INC DATE OF NAME CHANGE: 19671129 8-K 1 hum-20241203.htm 8-K hum-20241203 0000049071 false 0000049071 2024-12-03 2024-12-03 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): December 3, 2024 ( December 3, 2024 ) 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.) 500 West 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b), (c) and (e) On December 3, 2024, Humana Inc. (the “Company”) announced that in order to pursue personal and professional goals, Susan M. Diamond will be transitioning from her current role as Chief Financial Officer on January 10, 2025 (the “Transition Date”), after which she has agreed to serve in an advisory capacity to the Company through December 31, 2025 (the &#8

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