Humana (HUM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 16, 2026, with virtual participation and five key proposals for shareholder vote, including director elections, auditor ratification, executive compensation, a new stock incentive plan, and a shareholder proposal on golden parachutes.

• 2025 performance highlighted resilience in a challenging healthcare environment, with strong Medicare Advantage fundamentals, improved clinical outcomes, operational efficiencies, and financial discipline.

• Strategic focus remains on simplifying consumer experience, advancing integrated care, and investing in quality, access, and member experience.

Voting matters and shareholder proposals

• Proposals include election of ten directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory vote on executive compensation, approval of the 2026 Stock Incentive Plan, and a shareholder proposal on excessive golden parachutes.

• Board recommends voting for all management proposals and against the shareholder proposal.

• Shareholder proposal seeks a vote on severance packages exceeding 2.99x salary plus target bonus; board opposes, citing existing safeguards and market competitiveness.

Board of directors and corporate governance

• Board comprises ten nominees with diverse backgrounds in healthcare, finance, technology, and governance.

• Regular board refreshment and evaluation processes ensure a mix of tenure and new perspectives.

• Committees include Audit, Organization & Compensation, Nominating, Governance & Sustainability, Technology, Investment, and Clinical Quality, each with defined oversight roles.

• Board maintains robust engagement with shareholders and stakeholders, incorporating feedback into governance and compensation practices.