HUMANA INC
For the period ended Apr 18, 2024. Filed Mar 8, 2024.
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Apr 18, 2024 · Filed Mar 8, 2024
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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
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | 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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appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Humana Inc. 500 West Main Street Louisville, Kentucky 40202
| (Top Photo: Kurt Hilzinger; Bottom Photo: Bruce Broussard) | 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, 2024, beginning at 1:00 p.m., Eastern Time in a virtual setting with live audio webcast that will be accessible at www.virtualshareholdermeeting.com/HUM2024. A recording of the Annual Meeting will be available on our Investor Relations website within 48 hours after the meeting. For further information on how to participate in the meeting, please refer to the “Frequently Asked Questions” section within this proxy statement. This proxy statement contains information about our Company and the six proposals to be voted upon by stockholders at the meeting. Please give this information your careful attention. This year, we will once again be taking advantage of U.S. Securities and Exchange Commission (SEC) 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 8, 2024. 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 8, 2024, to our stockholders of record as of February 29, 2024. |
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2023 Reflections
For our Company and our stakeholders, 2023 was a dynamic and challenging year as we found ourselves responding to significant and unanticipated increase in medical cost trends in the Medicare Advantage (MA) industry. Throughout the year, we leveraged our commitment to cost discipline, working tirelessly to offset the impact of these trends through areas such as administrative cost containment and productivity initiatives. Despite our efforts, we were ultimately unable to fully offset these trends as they continued to accelerate in the fourth quarter, resulting in 2023 earnings growth that failed to meet our expectations. Like you, we were disappointed in the Company’s closing financial performance. Still, we do not want this setback to overshadow the advancement of our long-term strategy in 2023 - achieving strong growth in our individual MA, Medicaid and CenterWell businesses, progress made across the enterprise to grow our industry leading MA and senior focused value-based care platforms and maintain our industry leading quality and customer satisfaction scores to name just a few.
Insurance. The strength of our core insurance operations remains clear. In 2023, we grew our individual MA membership by over 840,000, and continued our leadership in putting members first - evidenced again in our strong Star Ratings for 2024, with 94 percent of our members in plans rated 4 stars or higher, 61 percent in plans rated 4.5 or 5 stars, and 37 percent of all 5-star MA membership in a Humana plan. And our strong organic Medicaid growth continues - we implemented contracts in Ohio and Louisiana in 2023 and look forward to beginning to serve members in both Indiana and Oklahoma in 2024 - reflecting our strong operating model and ability to deliver unique value to communities.
CenterWell. The growth of both our primary care and value-based home health businesses continues. In primary care, we now operate nearly 300 centers serving over 294,000 patients, which represents year over year growth of 26 percent and 19 percent, respectively. And we have further expanded our value-based home care models, now covering 843,500 of our MA members under a value-based payment model covering home health, DME and infusion services. And with this growth, we continue to unlock opportunities for our health plan members to utilize our healthcare services assets, which leads to better outcomes, greater satisfaction, and higher customer retention.
As your Board of Directors, we take our responsibilities very seriously and are committed to representing our stockholder’s interests to deliver sustainable results over the long-term. As the Company continues to navigate a complex and dynamic period of change in the MA industry in the near-term, we still believe in the strong fundamentals and significant value proposition of MA and remain focused on both margin recovery and advancing our industry leading MA and senior focused value-based care platforms to position the Company for long-term success. At the same time, the Board continues to observe comprehensive corporate governance practices, working together closely as we execute on our CEO transition plan, engaging with stockholders to understand and be responsive to your perspectives, and providing active oversight to assist the Company in advancing its strategic vision.
On behalf of the Board, thank you for your investment and continued confidence in Humana’s success.
| Kurt J. Hilzinger Chairman of the Board and Stockholder March 8, 2024 | Bruce D. Broussard Director, Chief Executive Officer and Stockholder March 8, 2024 |
Notice of 2024 Annual Meeting of Stockholders
| Time and Date: | 1:00 p.m., Eastern Time, on Thursday, April 18, 2024 |
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| Location: | www.virtualshareholdermeeting.com/HUM2024 |
| Agenda: | 1. Elect the eleven (11) director nominees named in the proxy statement. 2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. 3. Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers. 4. Approve amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. 5. Approve amendment to the Company’s Restated Certificate of Incorporation to eliminate supermajority voting requirement in connection with certain transactions. 6. Consider and vote upon the stockholder proposal set forth in this proxy statement, if properly presented at the meeting. 7. Consider any other business properly brought before the meeting. |
| Record Date: | February 29, 2024. 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) • BY VOTING DURING THE ANNUAL MEETING See instructions on your proxy card or at the voting site (www.proxyvote.com). |
By Order of the Board of Directors,
Joseph M. Ruschell
Vice President, Associate General Counsel & Corporate Secretary
March 8, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.