Humana Inc. (NYSE:HUM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) and (e)Retirement of Named Executive Officer and
Compensatory Arrangements for Certain Officers
As previously announced by Humana Inc. (the Company) on
February8, 2017, James E. Murray, Executive Vice President and
Chief Operating Officer, retired from that position effective
March31, 2017, and has agreed to serve as an advisor to the
Company through the end of 2017.
In connection with his retirement as Executive Vice President and
Chief Operating Officer, the Company and Mr.Murray entered into a
Voluntary Release and Separation Agreement (the Agreement),
effective as of April1, 2017, the material terms of which are
summarized below. The payments and benefits to which Mr.Murray is
entitled under the Agreement are generally subject to Mr.Murrays
compliance with the terms and conditions of the agreement.
to the terms of the Agreement, in addition to certain accrued,
retirement and incentive compensation that Mr.Murray is entitled
to under Humanas compensation programs and policies, to the
Companys severance policy applicable to all associates, Mr.Murray
will receive a cash severance payment equal to18 months of his
annual base salary totaling approximately $1,291,380, less
legally required withholdings, to be paid in bi-weekly equal
installments through March15, 2018. In accordance with their
terms, all outstanding equity compensation awards that are
unvested as of the date of his retirement (other than equity
awards that by their terms accelerate or continue to vest in
accordance with the Companys retirement policy) will be forfeited
for no consideration. In addition, under the Companys existing
benefit plans, Mr.Murray will be entitled to six months of
outplacement services, one year of financial planning services
and a pro-rated
annual incentive payment for 2017 under the Companys 2017
Management Incentive Plan (the MIP) based on the Companys actual
performance in 2017 and paid at the same time as bonuses are paid
to other participants in the MIP.
Mr.Murray will
continue to be subject to covenants restricting his ability to
compete with the Company and solicit employees and customers of
the Company, as well as restrictions prohibiting disclosure of
confidential information, in each case through the first
anniversary of his date of termination of employment (the
non-competition, non-solicitation and confidentiality covenants,
collectively, the Restrictive Covenants). In addition, as
consideration for an extension of the Restrictive Covenants
through December31, 2018, Mr.Murray will receive a lump sum
payment equal to 9 months of his annual base salary totaling
approximately $645,690. The Agreement also contains Mr.Murrays
release of any claims he may have against the Company.
The foregoing
descriptions of the Agreement is not complete and is qualified in
its entirety by reference to the Agreement, which is attached
hereto as Exhibit 10.1, and is incorporated herein by
reference.
| Item9.01. | Financial Statements and Exhibits |
(d)
Exhibits
| 10.1 |
Voluntary Release and Separation Agreement, dated as of April1, 2017, by and between Humana Inc. and James E. Murray |
About Humana Inc. (NYSE:HUM)
Humana Inc. is a health and well-being company. The Company’s segments include Retail, Group, Healthcare Services and Other Businesses. The Retail segment consists of Medicare benefits, marketed to individuals or directly via group accounts, as well as individual commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and financial protection products. The Group segment consists of employer group commercial fully-insured medical and specialty health insurance benefits, including dental, vision, and other supplemental health and voluntary insurance benefits, as well as administrative services only products. The Healthcare Services segment includes services, such as pharmacy solutions, provider services, home-based services and clinical programs, as well as services and capabilities to advance population health. The Other Businesses segment includes its closed-block long-term care insurance policies. Humana Inc. (NYSE:HUM) Recent Trading Information
Humana Inc. (NYSE:HUM) closed its last trading session up +3.63 at 209.77 with 1,245,837 shares trading hands.
