Item 5.07 Submission of Matters to a Vote of Security Holders.
The regular annual meeting of the stockholders ofHumana Inc. was held inLouisville, Kentucky , onApril 20, 2023 , for the purpose of voting on the proposals described below. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to management's nominees for directors. All nominees for director listed below were elected. The term of office for each director will be until the next annual meeting or until their successors shall be elected and qualified. 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 In addition, the stockholders voted on the following proposals and cast their votes as described below: Proposal #2 For Against Abstained Broker Non-Votes Ratification of the appointment of 108,681,100 5,250,040 73,850 N/APricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year endingDecember 31, 2023 Proposal #3 For Against Abstained Broker Non-Votes Board proposal regarding 99,607,320 9,492,897 297,374 4,607,399 advisory approval of the Company's executive compensation Proposal #4 Every Year Every Two Years Every Three Years Abstain Board proposal regarding 107,067,594 108,274 2,119,797 101,926 advisory vote with respect to the frequency of future stockholder votes on executive compensation
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