HUMANA INC shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-04-20 meeting.
“Proposal #2 For Against Abstained Broker Non-Votes Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 108,681,100 5,250,040 73,850 N/A”
Shareholder Votes
HUMANA INC shareholders approved Election of Directors at the 2023-04-20 meeting.
“Proposal #1 : The final results of the election of directors were as follows: Name For Against Abstained Broker Non-Votes Raquel C. Bono, M.D. 108,733,911 577,843 85,837 4,607,399 Bruce D. Broussard 108,862,747 365,918 168,926 4,607,399 Frank A. D’Amelio 96,575,811 12,678,182 143,598 4,607,399 David T. Feinberg, M.D. 108,866,429 416,197 114,965 4,607,399 Wayne A. I. Frederick, M.D. 105,337,854 3,941,753 117,984 4,607,399 John W. Garratt 108,588,372 693,980 115,239 4,607,399 Kurt J. Hilzinger 106,220,441 3,090,126 87,024 4,607,399 Karen W. Katz 105,499,171 3,732,562 165,858 4,607,399 Marcy S. Klevorn 109,002,195 291,284 104,112 4,607,399 William J. McDonald 106,266,276 3,041,634 89,681 4,607,399 Jorge S. Mesquita 106,453,512 2,835,195 108,884 4,607,399 Brad D. Smith 108,903,367 393,757 100,467 4,607,399”
Debt Financings
HUMANA INC incurred senior notes of $500 million aggregate principal amount and $750 million aggregate principal amount with The Bank of New York Mellon Trust Company, N.A. at 5.700% and 5.500% maturing March 13, 2026 and March 15, 2053.
“On March 13, 2023, Humana Inc. (the “Company”) completed a public offering of $500 million aggregate principal amount of its 5.700% Senior Notes due 2026 (the “2026 Senior Notes”) and $750 million aggregate principal amount of its 5.500% Senior Notes due 2053 (the “2053 Senior Notes” and, together with the 2026 Senior Notes, the “Senior Notes”).”
Material Agreements
HUMANA INC entered into Indentures for 5.700% Senior Notes due 2026 and 5.500% Senior Notes due 2053 with The Bank of New York Mellon Trust Company, N.A. valued at $500 million 5.700% Senior Notes due 2026 and $750 million 5.500% Senior Notes due 2053 (effective 2023-03-13).
“On March 13, 2023, Humana Inc. (the “Company”) completed a public offering of $500 million aggregate principal amount of its 5.700% Senior Notes due 2026 (the “2026 Senior Notes”) and $750 million aggregate principal amount of its 5.500% Senior Notes due 2053 (the “2053 Senior Notes” and, together with the 2026 Senior Notes, the “Senior Notes”).”
Material Agreements
HUMANA INC entered into Underwriting Agreement with Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC valued at $1.25 billion (aggregate): $500M 5.700% Senior Notes due 2026 and $750M 5.500% Senior Notes due 2053 (effective 2023-02-27).
“On February 27, 2023, Humana Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500 million aggregate principal amount of its 5.700% Senior Notes due 2026 (the “2026 Senior Notes”) and $750 million aggregate principal amount of its 5.500% Senior Notes due 2053 (the “2053 Senior Notes” and, together with the 2026 Senior Notes, the “Senior Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement.”
Earnings Releases
HUMANA INC reported the fiscal year ending December 31, 2023 results: EPS at least $27.57 on a GAAP basis; at least $28.00 on an Adjusted basis. Guidance initiated.
“Announces FY 2023 EPS guidance of at least $27.57 on a GAAP basis; at least $28.00 on an Adjusted basis”
Earnings Releases
HUMANA INC reported the year ended December 31, 2022 results: revenue $92,870, EPS $22.08 per diluted share (GAAP); $25.24 per diluted share (Adjusted).
“the recast information. 2 Humana Inc. Summary of Results (in millions, except per share amounts) 4Q22 (a) 4Q21 (b) FY 2022 (c) FY 2021 (d) CONSOLIDATED Revenues $22,439 $21,054 $92,870 $83,064 Revenues - Adjusted (non-GAAP) $22,443 $21,198 $92,993 $83,405 Pretax results ($71) ($60) $3,568 $3,354 Pretax results - Adjusted (non-GAAP) $263 $166 $4,181 $3,356 (Net”
Earnings Releases
HUMANA INC reported the quarter ended December 31, 2022 results: revenue $22,439, EPS ($0.12) per diluted share (GAAP); $1.62 per diluted share (Adjusted).
“release for the recast information. 2 Humana Inc. Summary of Results (in millions, except per share amounts) 4Q22 (a) 4Q21 (b) FY 2022 (c) FY 2021 (d) CONSOLIDATED Revenues $22,439 $21,054 $92,870 $83,064 Revenues - Adjusted (non-GAAP) $22,443 $21,198 $92,993 $83,405 Pretax results ($71) ($60) $3,568 $3,354 Pretax results - Adjusted (non-GAAP) $263 $166”
Governance Changes
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).
“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.”
Debt Financings
HUMANA INC incurred senior notes of $750 million with The Bank of New York Mellon Trust Company, N.A. at 5.875% maturing March 1, 2033.
“The Senior Notes were issued under an indenture dated as of August 5, 2003, by and between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to The Bank of New York), as trustee (the “Trustee”) (the “Original Indenture”), as supplemented by a twenty-second supplemental indenture, dated as of November 22, 2022, by and between the Company and the Trustee relating to the 2028 Senior Notes (the “Twenty-Second Supplemental Indenture” and, together with the Original Indenture, the “Twenty-Second Indenture”) and a twenty-third supplemental indenture, dated as of November 22, 2022, by and between the Company and the Trustee relating to the 2033 Senior Notes (the “Twenty-Third Supplemental Indenture” and, together with the Original Indenture, the “Twenty-Third Indenture,” and the Twenty-Second Indenture and T”
Debt Financings
HUMANA INC incurred senior notes of $500 million with The Bank of New York Mellon Trust Company, N.A. at 5.750% maturing March 1, 2028.
“completed a public offering of $500 million aggregate principal amount of its 5.750% Senior Notes due 2028”
Material Agreements
HUMANA INC entered into Twenty-Third Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to The Bank of New York), as trustee valued at $750 million aggregate principal amount (effective 2022-11-22).
“a twenty-third supplemental indenture, dated as of November 22, 2022, by and between the Company and the Trustee relating to the 2033 Senior Notes”
Material Agreements
HUMANA INC entered into Twenty-Second Supplemental Indenture with The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (as successor to The Bank of New York), as trustee valued at $500 million aggregate principal amount (effective 2022-11-22).
“a twenty-second supplemental indenture, dated as of November 22, 2022, by and between the Company and the Trustee relating to the 2028 Senior Notes”
Material Agreements
HUMANA INC entered into Underwriting Agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters valued at $500 million aggregate principal amount of its 5.750% Senior Notes due 2028 and $750 million aggrega (effective 2022-11-07).
“On November 7, 2022, Humana Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500 million aggregate principal amount of its 5.750% Senior Notes due 2028 (the “2028 Senior Notes”) and $750 million aggregate principal amount of its 5.875% Senior Notes due 2033 (the “2033 Senior Notes” and, together with the 2028 Senior Notes, the “Senior Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement.”
Material Agreements
HUMANA INC entered into ASR Agreement with Goldman Sachs & Co. LLC and Mizuho Markets Americas LLC valued at $1.0 billion (effective 2022-11-02).
“On November 2, 2022, Humana Inc. (“Humana”) entered into separate accelerated stock repurchase agreements (each, an “ASR Agreement”) with each of Goldman Sachs & Co. LLC (“Goldman Sachs”) and Mizuho Markets Americas LLC (“Mizuho” and, together with Goldman Sachs, the “Dealers”) to repurchase an aggregate of $1.0 billion of Humana’s common stock”
Earnings Releases
HUMANA INC reported the nine months ended September 30, 2022 (YTD 2022) results: revenue $70,431, EPS $22.16. Guidance reaffirmed.
“2021. 2 Humana Inc. Summary of Results (dollars in millions, except per share amounts) 3Q22 (a) 3Q21 (b) YTD 2022 (c) YTD 2021 (d) CONSOLIDATED Revenues - GAAP $22,799 $20,697 $70,431 $62,010 Revenues - Adjusted (non-GAAP) $22,748 $20,871 $70,550 $62,207 Pretax income - GAAP $1,297 $1,636 $3,639 $3,414 Pretax income - Adjusted (non-GAAP) $1,143 $802 $3,918”
Earnings Releases
HUMANA INC reported the quarter ended September 30, 2022 (3Q22) results: revenue $22,799, EPS $9.39. Guidance reaffirmed.
“YTD 2022 to YTD 2021. 2 Humana Inc. Summary of Results (dollars in millions, except per share amounts) 3Q22 (a) 3Q21 (b) YTD 2022 (c) YTD 2021 (d) CONSOLIDATED Revenues - GAAP $22,799 $20,697 $70,431 $62,010 Revenues - Adjusted (non-GAAP) $22,748 $20,871 $70,550 $62,207 Pretax income - GAAP $1,297 $1,636 $3,639 $3,414 Pretax income - Adjusted (non-GAAP) $1,143”
Brad D. Smith was elected as director at HUMANA INC.
“Effective September 15, 2022, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from thirteen to fourteen and elected Brad D. Smith as a director of the Company.”
Timothy Alan Wheatley changed role as Segment President, Retail at HUMANA INC.
“Timothy Alan Wheatley, Segment President, Retail, will be transitioning from his current role as of December 31, 2022”
John-Paul W. Felter was elected as Senior Vice President, Chief Accounting Officer and Controller at HUMANA INC.
“the Board of Directors of the Company elected John-Paul W. Felter to serve as Senior Vice President, Chief Accounting Officer and Controller, effective as of August 1, 2022.”
Michael A. Koeberlein departed as Senior Vice President, Chief Accounting Officer and Controller at HUMANA INC.
“Michael A. Koeberlein will retire from the Company as Senior Vice President, Chief Accounting Officer and Controller, effective August 1, 2022, for personal health reasons.”
Michael A. Koeberlein was appointed as Senior Vice President, Chief Accounting Officer and Controller at HUMANA INC.
“On February 28, 2022, the Board of Directors of the Company elected Michael A. Koeberlein, Ms. Zipperle’s long-planned successor, to serve as Senior Vice President, Chief Accounting Officer and Controller, effective as of March 31, 2022.”
Cynthia H. Zipperle departed as Senior Vice President, Chief Accounting Officer and Controller at HUMANA INC.
“Humana Inc. (“Humana” or the “Company”) is today announcing that, after a twenty-four-year career, Cynthia H. Zipperle will retire from the Company.”
David T. Feinberg was elected as Director at HUMANA INC.
“Effective March 1, 2022, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from thirteen to fourteen and elected David T. Feinberg, M.D. as a director of the Company.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.