Humana Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the ten director nominees named in the proxy statement to hold office until the 2027 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Non-Binding Advisory Vote to Approve Compensation of Named Executive Officers

   ManagementBoard: FOR

   A non-binding advisory vote to approve the compensation disclosed for the Company’s Named Executive Officers.

4. 4

   Approve the Humana Inc. 2026 Stock Incentive Plan

   ManagementBoard: FOR

   Approve the Humana Inc. 2026 Stock Incentive Plan to authorize equity awards to employees, directors, and consultants (10.8M share reserve, various governance features).

   More detail

   The proposal asks shareholders to approve the Humana Inc. 2026 Stock Incentive Plan, which would replace the Prior Plan for future grants and reserve 10.8 million shares (counting rules apply, with 2.86-for-1 counting for full-value awards). Management seeks approval to ensure the company has sufficient equity to attract and retain talent and align pay with long-term performance. The plan includes governance features intended to limit shareholder dilution and protect stockholder interests: no evergreen increases, limits on liberal share recycling, no repricing without stockholder approval, no dividends on options or SARs, and annual limits on non-employee director compensation. The Board recommends the plan arguing it balances dilution concerns (estimated fully-diluted overhang 5.2% to 10.2% depending on award type) with the need to provide competitive equity compensation tied to performance. Approval requires majority of votes cast; brokers lack discretionary authority so broker non-votes will have no effect. The Board’s rationale emphasizes competitiveness, retention, and explicit protections (clawback, change-in-control treatment, and plan limits) that it believes align management and shareholder interests.

5. 5

   Stockholder Proposal Requesting Shareholder Approval Requirement for Excessive Golden Parachutes

   Shareholder — John CheveddenBoard: AGAINST

   Require shareholder approval for any Named Executive Officer severance package exceeding 2.99x base salary plus target bonus; applies to severance and accelerated equity vesting.

   More detail

   The shareholder proposal, submitted by John Chevedden, asks the Board to require shareholder approval — via a non-binding vote — for any new or renewed Named Executive Officer severance/termination package estimated to exceed 2.99 times base salary plus target short-term bonus. The proponent argues this would provide a check on overly generous golden parachutes, citing Humana’s stock decline since 2020 and comparable support at other companies. The Board opposes the proposal, stating that existing severance and change-in-control policies provide appropriate limits and governance oversight and that the proposal would disadvantage Humana’s ability to attract and retain executives and is unnecessary given existing stockholder engagement and robust disclosure. The company highlights that its severance policy cash payouts are below the proposed 2.99x threshold, that equity acceleration largely requires death, disability or double-trigger termination post-change-in-control, and that the Compensation Committee — an independent board committee with an independent consultant — reviews separations on a case-by-case basis. The proposal would be precatory if passed. The corporate context includes detailed disclosure of current severance, CIC policies, and scenarios with estimated payouts in the proxy, showing the Board’s process for overseeing post-employment compensation and arguing the measure would reduce flexibility and harm competitiveness.

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When is the Humana Inc 2026 annual meeting?

Humana Inc (HUM) holds its 2026 annual shareholder meeting on Thursday, April 16, 2026.

What is the record date for the Humana Inc 2026 meeting?

The record date for the Humana Inc 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Humana Inc's 2026 meeting?

The board is presenting 10 director nominees at the Humana Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Humana Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Humana Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.