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HUMANA INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and HUMANA INC.’s Form 8-K, filed April 19, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 16Ballot items
  • 916Asset managers
  • 18,302Fund votes
  • April 18, 2024Meeting date

Results at a glance

Meeting of April 18, 2024: 16 items on HUMANA INC.’s Form 8-K, filed April 19, 2024: 11 elected · 5 without a stated outcome.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore HUMANA INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by HUMANA INC.

These tallies are HUMANA INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 19, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

HUMANA INC. — official shareholder meeting results, meeting held April 18, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Raquel C. Bono, M.D. 96,604,1871,009,232194,530 --5,572,071 99%Elected—
Elect Director: Bruce D. Broussard 96,106,1551,489,599212,195 --5,572,071 98%Elected—
Elect Director: Frank A. D'Amelio 88,516,1099,069,182222,658 --5,572,071 91%Elected—
Elect Director: David T. Feinberg, M.D. 91,559,6536,037,683210,613 --5,572,071 94%Elected—
Elect Director: Wayne A. I. Frederick, M.D. 93,243,5944,343,790220,565 --5,572,071 96%Elected—
Elect Director: John W. Garratt 96,409,4731,175,097223,379 --5,572,071 99%Elected—
Elect Director: Kurt J. Hilzinger 93,487,4124,105,284215,253 --5,572,071 96%Elected—
Elect Director: Karen W. Katz 84,191,24013,356,818259,891 --5,572,071 86%Elected—
Elect Director: Marcy S. Klevorn 96,607,070999,177201,702 --5,572,071 99%Elected—
Elect Director: Jorge S. Mesquita 96,408,8431,170,853228,253 --5,572,071 99%Elected—
Elect Director: Brad D. Smith 96,330,5791,256,383220,987 --5,572,071 99%Elected—
Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 95,761,1267,454,977163,917 ---- 93%Not verified—
Board proposal regarding advisory approval of the Company's executive compensation 89,131,1428,422,934253,873 --5,572,071 91%Not verified—
Amendment to the Company's Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law 83,361,62714,226,255220,067 --5,572,071 85%Not verified—
Amendment to the Company's Restated Certificate of Incorporation to eliminate supermajority voting requirement in connection with certain transactions 96,562,7161,076,542168,691 --5,572,071 99%Not verified—
Stockholder proposal on simple majority vote 49,977,35047,454,113376,486 --5,572,071 51.3%Not verified—

Source: HUMANA INC., Form 8-K, filed with the SEC on April 19, 2024 — read the filing on EDGAR.

How asset managers voted at the HUMANA INC. 2023-2024 meeting

Each item below shows how the 916 asset managers that disclosed a HUMANA INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Brad D. Smith

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 96,330,579AGAINST: 1,256,383
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: Brad D. Smith

HUMANA INC.’s own tally for this item (“Elect Director: Brad D. Smith”): 96,330,579 for, 1,256,383 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: Brad D. Smith” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,834423 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,94419 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust382,537101,781 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

2. Elect Director: Bruce D. Broussard

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 96,106,155AGAINST: 1,489,599
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: Bruce D. Broussard

HUMANA INC.’s own tally for this item (“Elect Director: Bruce D. Broussard”): 96,106,155 for, 1,489,599 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: Bruce D. Broussard” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,834423 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,94419 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust382,537101,781 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

3. Elect Director: David T. Feinberg, M.D.

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 10 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 91,559,653AGAINST: 6,037,683
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: David T. Feinberg, M.D.

HUMANA INC.’s own tally for this item (“Elect Director: David T. Feinberg, M.D.”): 91,559,653 for, 6,037,683 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: David T. Feinberg, M.D.” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,1391,118 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,89370 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust360,285124,033 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

4. Elect Director: Frank A. D'Amelio

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 9 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 88,516,109AGAINST: 9,069,182
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: Frank A. D'Amelio

HUMANA INC.’s own tally for this item (“Elect Director: Frank A. D'Amelio”): 88,516,109 for, 9,069,182 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: Frank A. D'Amelio” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,1391,118 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,88083 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust360,285124,033 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

5. Elect Director: John W. Garratt

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 96,409,473AGAINST: 1,175,097
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: John W. Garratt

HUMANA INC.’s own tally for this item (“Elect Director: John W. Garratt”): 96,409,473 for, 1,175,097 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: John W. Garratt” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,834423 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,94419 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust382,537101,781 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

6. Elect Director: Jorge S. Mesquita

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 96,408,843AGAINST: 1,170,853
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: Jorge S. Mesquita

HUMANA INC.’s own tally for this item (“Elect Director: Jorge S. Mesquita”): 96,408,843 for, 1,170,853 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: Jorge S. Mesquita” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,834423 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,94419 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust382,537101,781 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

7. Elect Director: Karen W. Katz

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%
FOR: 84,191,240AGAINST: 13,356,818
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: Karen W. Katz

HUMANA INC.’s own tally for this item (“Elect Director: Karen W. Katz”): 84,191,240 for, 13,356,818 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: Karen W. Katz” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,434,62460,606 00For
Fidelity4,867,6930 00For
BlackRock4,210,3491,908 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,89370 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust360,285124,033 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse313,74432,373 17,2140Mixed
Virtus239,430248 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

8. Elect Director: Kurt J. Hilzinger

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 93,487,412AGAINST: 4,105,284
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: Kurt J. Hilzinger

HUMANA INC.’s own tally for this item (“Elect Director: Kurt J. Hilzinger”): 93,487,412 for, 4,105,284 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: Kurt J. Hilzinger” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,834423 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,94122 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust382,537101,781 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

9. Elect Director: Marcy S. Klevorn

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 8 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 96,607,070AGAINST: 999,177
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: Marcy S. Klevorn

HUMANA INC.’s own tally for this item (“Elect Director: Marcy S. Klevorn”): 96,607,070 for, 999,177 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: Marcy S. Klevorn” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,834423 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,94419 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust382,537101,781 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

10. Elect Director: Raquel C. Bono, M.D.

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 10 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 96,604,187AGAINST: 1,009,232
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: Raquel C.Bono, M.D.

HUMANA INC.’s own tally for this item (“Elect Director: Raquel C. Bono, M.D.”): 96,604,187 for, 1,009,232 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: Raquel C.Bono, M.D.” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,834423 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,94419 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust382,537101,781 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

11. Elect Director: Wayne A. I. Frederick, M.D.

Official resultFund totals may overlapDIRECTOR ELECTIONSReported outcome: Elected

Combines 10 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 93,243,594AGAINST: 4,343,790
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: Election of Directors: Wayne A. I. Frederick, M.D.

HUMANA INC.’s own tally for this item (“Elect Director: Wayne A. I. Frederick, M.D.”): 93,243,594 for, 4,343,790 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All nominees for director listed below were elected.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “Election of Directors: Wayne A. I. Frederick, M.D.” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,834423 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,94419 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust382,537101,781 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse346,1170 17,2140For
Virtus239,6780 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

12. Amendment to the Company's Restated Certificate of Incorporation to eliminate supermajority voting requirement in…

Outcome not verifiedFund totals may overlapCORPORATE GOVERNANCEReported outcome: Not verified

Combines 9 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 96,562,716AGAINST: 1,076,542
Details: description as filed, official tally, votes by 198 asset managers

Description as filed by funds: The approval of the amendment to the Company's Restated Certificate of Incorporation to eliminate supermajority voting requirement in connection with certain transactions.

HUMANA INC.’s own tally for this item (“Amendment to the Company's Restated Certificate of Incorporation to eliminate supermajority voting requirement in connection with certain transactions”): 96,562,716 for, 1,076,542 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “The approval of the amendment to the Company's Restated Certificate of Incorporation to eliminate supermajorit” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,210,8861,371 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,9630 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust484,3180 00For
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse363,3310 00For
Virtus239,6780 00For

Showing the 25 largest of 198 asset managers. See all 198 in the interactive database.

13. Amendment to the Company's Restated Certificate of Incorporation to limit the liability of certain officers of the…

Outcome not verifiedFund totals may overlapCORPORATE GOVERNANCEReported outcome: Not verified

Combines 8 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST
FOR: 83,361,627AGAINST: 14,226,255
Details: description as filed, official tally, votes by 198 asset managers

Description as filed by funds: The approval of the amendment to the Company's Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law.

HUMANA INC.’s own tally for this item (“Amendment to the Company's Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law”): 83,361,627 for, 14,226,255 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “The approval of the amendment to the Company's Restated Certificate of Incorporation to limit the liability of” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,434,62460,606 00For
Fidelity4,735,011132,682 00For
BlackRock4,210,0962,161 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,95013 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan0869,214 00Against
FRANKLIN MUTUAL SERIES FUNDS0851,147 00Against
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC0511,850 00Against
First Trust504,3030 00For
Bridge Builder Trust141,331342,987 00Mixed
John Hancock462,2080 00For
Jackson National402,80445,704 00Mixed
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse313,74432,373 17,2140Mixed
Virtus239,430248 00For

Showing the 25 largest of 198 asset managers. See all 198 in the interactive database.

14. Board proposal regarding advisory approval of the Company's executive compensation

Outcome not verifiedFund totals may overlapAUDIT-RELATEDReported outcome: Not verified

Combines 12 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 89,131,142AGAINST: 8,422,934
Details: description as filed, official tally, votes by 860 asset managers

Description as filed by funds: Non-binding advisory vote for the approval of the compensation of the named executive officers as disclosed in the 2024 proxy statement.

HUMANA INC.’s own tally for this item (“Board proposal regarding advisory approval of the Company's executive compensation”): 89,131,142 for, 8,422,934 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of HUMANA INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (38 managers, 2,228,783 for, 235,898 against, 442 abstained, 357,575 not voted); “14A Executive Compensation” (14 managers, 335,106 for, 29 against).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 187 asset managers voting on “Non-binding advisory vote for the approval of the compensation of the named executive officers as disclosed in” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,495,2300 00For
Fidelity4,867,6930 00For
BlackRock4,211,1391,118 00For
Capital Group2,373,6770 00For
T. Rowe Price1,843,0562,553 00For
State Street1,350,89370 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust163,583320,735 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse343,221983 17,2140Mixed
Artisan0255,509 00Against

No total is shown for the fund voting reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 709 asset managers voting on “Non-binding advisory vote for the approval of the compensation of the named executive officers as disclosed in” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Governors Lane LP4,600,000,0000 00For
Checchi Capital Advisers, LLC1,322,019,6000 00For
IndexIQ Advisors LLC1,284,000,0000 00For
Wellington5,344,0910 00For
BlackRock4,489,22356,907 00For
State Street3,400,63121,820 00For
T. Rowe Price3,244,25810,927 00For
Fidelity3,235,0610 00For
GEODE CAPITAL MANAGEMENT, LLC2,447,6620 00For
Capital Group2,314,9751,863 00For
DAVIS SELECTED ADVISERS1,402,0830 00For
Invesco1,206,9020 00For
ONTARIO TEACHERS PENSION PLAN BOARD1,021,4550 00For
Nuveen989,1110 00For
Man Group plc957,9100 00For
FRANKLIN MUTUAL ADVISERS LLC927,5330 00For
Amundi0900,782 00Against
Janus Henderson865,2750 00For
Putnam831,2340 00For
Charles Schwab799,6380 00For
Legal & General Investment Management Ltd0713,717 00Against
MELLON INVESTMENTS Corp668,74264 00For
Northern Trust616,74524,109 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP505,16355,758 00Mixed
Two Sigma550,0910 00For

No total is shown for the institutional-manager reports: their sum exceeds the total votes cast at the meeting. Showing the 25 largest; see all in the interactive database.

15. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting…

Outcome not verifiedFund totals may overlapDIRECTOR ELECTIONSReported outcome: Not verified

Combines 11 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 95,761,126AGAINST: 7,454,977
Details: description as filed, official tally, votes by 198 asset managers

Description as filed by funds: The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm.

HUMANA INC.’s own tally for this item (“Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024”): 95,761,126 for, 7,454,977 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered publ” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard11,334,752160,478 00For
Fidelity4,867,6930 00For
BlackRock4,212,2570 00For
Capital Group2,373,6770 00For
T. Rowe Price1,845,6090 00For
State Street1,350,95013 00For
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS851,1470 00For
Dimensional811,4160 00For
Charles Schwab796,6890 00For
TIAA707,3270 00For
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust382,537101,781 00Mixed
John Hancock462,2080 00For
Jackson National448,5080 00For
DIAMOND HILL FUNDS444,8360 00For
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse345,134983 17,2140Mixed
Virtus239,6780 00For

Showing the 25 largest of 198 asset managers. See all 198 in the interactive database.

16. Stockholder proposal on simple majority vote

Outcome not verifiedFund totals may overlapCORPORATE GOVERNANCEReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

51.3% Majority: yes · of votes cast

FOR 51.3%AGAINST
FOR: 49,977,350AGAINST: 47,454,113
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: The stockholder proposal on simple majority vote, if properly presented at the meeting.

HUMANA INC.’s own tally for this item (“Stockholder proposal on simple majority vote”): 49,977,350 for, 47,454,113 against, per its Form 8-K filed April 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 51.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR
Largest asset managers voting on “The stockholder proposal on simple majority vote, if properly presented at the meeting.” at HUMANA INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Elevation Series Trust3,944,000,0000 00For
Vanguard590,71610,904,514 00Mixed
Fidelity4,752,753114,940 00For
BlackRock1,6294,210,628 00Against
Capital Group2,373,6770 00For
T. Rowe Price439,6441,405,965 00Mixed
State Street2011,350,762 00Against
Invesco1,107,1080 00For
Putnam1,080,3510 00For
JPMorgan869,2140 00For
FRANKLIN MUTUAL SERIES FUNDS0851,147 00Against
Dimensional811,4160 00For
Charles Schwab0796,689 00Against
TIAA0707,327 00Against
Columbia Threadneedle614,0850 00For
DAVIS NEW YORK VENTURE FUND INC511,8500 00For
First Trust504,3030 00For
Bridge Builder Trust466,64517,673 00For
John Hancock370,99091,218 00Mixed
Jackson National305,504143,004 00Mixed
DIAMOND HILL FUNDS0444,836 00Against
Allspring413,7990 00For
JANUS INVESTMENT FUND379,5730 00For
Brighthouse296,28949,828 17,2140Mixed
Virtus239,430248 00For

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of April 17, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest HUMANA INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported.

Fund voting reports: top HUMANA INC. shareholders by shares voted on “The approval of the amendment to the Company's Restated Certificate of Incorporation to…”, 2023-2024
#Asset manager Shares voted
1Elevation Series Trust 3,944,000,000
2Vanguard 11,495,230
3Fidelity 4,867,693
4BlackRock 4,212,257
5Capital Group 2,373,677
6T. Rowe Price 1,845,609
7State Street 1,350,963
8Invesco 1,107,108
9Putnam 1,080,351
10JPMorgan 869,214
Institutional-manager reports: top HUMANA INC. shareholders by shares voted on “Non-binding advisory vote for the approval of the compensation of the named executive officers…”, 2023-2024
#Asset manager Shares voted
1Governors Lane LP 4,600,000,000
2Checchi Capital Advisers, LLC 1,322,019,600
3IndexIQ Advisors LLC 1,284,000,000
4Wellington 5,344,091
5BlackRock 4,546,130
6State Street 3,422,451
7T. Rowe Price 3,255,185
8Fidelity 3,235,061
9GEODE CAPITAL MANAGEMENT, LLC 2,447,662
10Capital Group 2,316,838

Shown as share counts, not percentages: no shares-outstanding figure has been matched to HUMANA INC. for the 2023-2024 season, so there is no denominator to divide by.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At HUMANA INC.'s shareholder meeting held April 18, 2024, in the 2023-2024 proxy season, 916 asset managers reported how they voted on 16 ballot items in their SEC Form N-PX filings, covering 18,302 separate fund positions. On the most widely held item on that ballot — Non-binding advisory vote for the approval of the compensation of the named executive officers… — FOR was 91% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: HUMANA INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 19, 2024.

HUMANA INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.