Humana updates bylaws to comply with SEC universal proxy rule; sets 2023 advance notice window

HUMANA INC

Board adopted amended bylaws effective Dec 8, 2022 to address SEC Rule 14a-19 universal proxy requirements.
Advance notice window for director nominations and proposals changed to 120–90 days before prior year's annual meeting anniversary.
For 2023 annual meeting, advance notice period runs Dec 22, 2022 through Jan 21, 2023.
Amendments also include ministerial changes to nomination procedures.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HUMANA INC: Amended Sections 1.09 and 1.10 of the By-laws to address universal proxy card requirements under Rule 14a-19 and change the advance notice window for stockholder director nominations and proposals (effective 2022-12-08).

Change: bylaw amendment
Effective: 2022-12-08

Exact text from the filing

On December 8, 2022, as a result of the adoption by the Securities and Exchange Commission of new Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) , regarding the use of a universal proxy card in connection with the election of directors, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) amended and restated further the Company’s Amended and Restated By-laws (the “Restated By-laws”), effective December 8, 2022.

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Source: SEC EDGAR

accession 0000049071-22-000083

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