Humana 2015 Annual Report Download - page 151

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143
Audit Committee Financial Expert
The information required by this Item is herein incorporated by reference from our Proxy Statement for the Annual
Meeting of Stockholders scheduled to be held on April 21, 2016 appearing under the caption “Corporate Governance
– Audit Committee” of such Proxy Statement.
Audit Committee Composition and Independence
The information required by this Item is herein incorporated by reference from our Proxy Statement for the Annual
Meeting of Stockholders scheduled to be held on April 21, 2016 appearing under the caption “Corporate Governance
– Committee Membership and Attendance” of such Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
Additional information required by this Item is incorporated herein by reference from our Proxy Statement for the
Annual Meeting of Stockholders scheduled to be held on April 21, 2016 appearing under the captions “Corporate
Governance – Organization & Compensation Committee – Compensation Committee Interlocks and Insider
Participation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Organization & Compensation
Committee Report,” and “Executive Compensation” of such Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Equity compensation plan information
We maintain plans under which options to purchase our common stock and awards of restricted stock may be made
to officers, directors, key employees, and consultants. Stock options are granted with an exercise price equal to the fair
market value of the underlying common stock on the date of grant. Our stock plans, as approved by the Board of
Directors and stockholders, define fair market value as the average of the highest and lowest stock prices reported on
the composite tape by the New York Stock Exchange on a given date. Exercise provisions vary, but most options vest
in whole or in part 1 to 3 years after grant and expire up to 7 years after grant.
Information concerning stock option awards and the number of securities remaining available for future issuance
under our equity compensation plans in effect as of December 31, 2015 follows:
Plan category
(a)
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column(a))
Equity compensation plans approved by
security holders (1) 835,123 $ 121.889 8,734,399 (2)(3)
Equity compensation plans not approved
by security holders —— —
Total 835,123 $ 121.889 8,734,399
(1) The above table does not include awards of shares of restricted stock or restricted stock units. For information
concerning these awards, see Note 13.
(2) The Humana Inc. 2011 Stock Incentive Plan was approved by stockholders at the Annual Meeting held on
April 21, 2011. On July 5, 2011, 18.5 million shares were registered with the Securities and Exchange
Commission on Form S-8.
(3) Of the number listed above, 3,814,148 can be issued as restricted stock at December 31, 2015 (giving effect to
the provision that one restricted share is equivalent to 2.29 stock options in the 2011 Plan).