HUMANA INC

The proposal requests that the Board submit for shareholder approval any new or renewed severance/termination package for a Named Executive Officer whose estimated total value exceeds 2.99 times the executive’s base salary plus target short-term bonus. It defines severance broadly to include cash, equity and other payouts that vest or are accelerated on termination, while excluding ordinary pension or vested deferred compensation. Estimated total value would include lump-sum payouts, tax gross-ups, perquisites, post-employment consulting fees, accelerated equity vesting, and similar items. The proposal is precatory (non-binding) and would require a shareholder vote for packages exceeding the specified multiple, while allowing the Board to seek approval after material terms are agreed.