HUMANA INC
For the period ended Apr 16, 2026. Filed Mar 6, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 16, 2026 · Filed Mar 6, 2026
HUM$433.74+5.3%Stored close · as of Nov 6, 2026
Contents
Proxy Summary i
| | Proxy Summary | |
|---|---|---|
| | ||
2026 ANNUAL MEETING OF STOCKHOLDERS
| | Date: | | | Thursday, April 16, 2026 | |
|---|---|---|---|---|---|
| | Time: | | | 1:00 p.m., Eastern Time | |
| | Record Date: | | | February 27, 2026 | |
| | Place: | | | www.virtualshareholdermeeting.com/HUM2026 | |
GENERAL INFORMATION
| | Stock Symbol: | | | HUM | |
|---|---|---|---|---|---|
| | Exchange: | | | NYSE | |
| | Shares Outstanding at Record Date: | | | 120,054,462 | |
| | Corporate Address: | | | 101 East Main Street Louisville, KY 40202 | |
| | Corporate Website: | | | www.Humana.com | |
| | Investor Relations Website: | | | https://humana.gcs-web.com/ | |
VOTING OVERVIEW
| Items of Business | | | Board Recommendation | | |||
| 1. | | | Elect the ten (10) director nominees named in the proxy statement. | | | FOR | |
| 2. | | | Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. | | | FOR | |
| 3. | | | Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers. | | | FOR | |
| 4. | | | Approve the Humana Inc. 2026 Stock Incentive Plan | | | FOR | |
| 5. | | | Consider and vote upon the stockholder proposal set forth in this proxy statement, if properly presented at the meeting. | | | AGAINST | |
| 6. | | | Consider any other business properly brought before the meeting. | | | | |
HOW TO VOTE YOUR SHARES
You may vote if you were a stockholder as of the close of business on February 27, 2026.
| | | | Online www.proxyvote.com | | | | | By Mail Complete, sign, date, and return your proxy card in the envelope provided. | |
|---|---|---|---|---|---|---|---|---|---|
| | | | By Phone Call the phone number located on the top of your proxy card. | | | | | During the Meeting Attend our virtual annual meeting and cast your vote using the webcast voting options. | |
BOARD OF DIRECTORS NOMINEES
| | Director Nominee Name | | | | Independent | | | | Age | | | | Gender | | | | Race/Ethnicity | | | | First Elected Director | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Kurt J. Hilzinger Chairman of the Board | | | | | | | 65 | | | | Male | | | | White | | | | 07/2003 | | |
| | James A. Rechtin | | | | — | | | | 55 | | | | Male | | | | White | | | | 07/2024 | |
| | Raquel C. Bono, M.D. | | | | | | | 69 | | | | Female | | | | Asian | | | | 09/2020 | | |
| | Frank A. D’Amelio | | | | | | | 68 | | | | Male | | | | White | | | | 09/2003 | | |
| | David T. Feinberg, M.D. | | | | | | | 63 | | | | Male | | | | White | | | | 03/2022 | | |
| | Wayne A.I. Frederick, M.D. | | | | | | | 54 | | | | Male | | | | Black/ African American | | | | 02/2020 | | |
| | Karen W. Katz | | | | | | | 69 | | | | Female | | | | White | | | | 09/2019 | | |
| | Marcy S. Klevorn | | | | | | | 66 | | | | Female | | | | White | | | | 02/2021 | | |
| | Jorge S. Mesquita | | | | | | | 64 | | | | Male | | | | White | | | | 02/2021 | | |
| | Gordon Smith | | | | | | | 67 | | | | Male | | | | White | | | | 10/2024 | |
NAMED EXECUTIVE OFFICERS
| | Executive Officer Name | | | | Age | | | | Gender | | | | Race/Ethnicity | | | | First Elected Officer | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | James A. Rechtin President & Chief Executive Officer | | | | 55 | | | | Male | | | | White | | | | 01/2024 | |
| | Celeste M. Mellet Chief Financial Officer | | | | 49 | | | | Female | | | | White | | | | 01/2025 | |
| | Susan M. Diamond Former Chief Financial Officer | | | | 52 | | | | Female | | | | White | | | | 07/2019 | |
| | Japan A. Mehta Chief Information Officer | | | | 45 | | | | Male | | | | Asian | | | | 02/2025 | |
| | Michelle A. O’Hara Chief Human Resources Officer | | | | 50 | | | | Female | | | | Asian | | | | 01/2025 | |
| | Sanjay K. Shetty, M.D President, CenterWell | | | | 52 | | | | Male | | | | Asian | | | | 04/2023 | |
| | | | | ||
|---|---|---|---|---|---|
| | | ||||
| | Proxy Summary • 2026 Proxy Statement | Humana | | | i | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.