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EX-10.1 - EXHIBIT 10.1 - AETNA INC /PA/exhibit10-1.htm
EX-10.2 - EXHIBIT 10.2 - AETNA INC /PA/exhibit10-2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
May 20, 2011
 

Aetna Inc.
(Exact name of registrant as specified in its charter)


Pennsylvania
1-16095
23-2229683
(State or other jurisdiction of
(Commission
(IRS Employer
incorporation)
File Number)
Identification No.)

151 Farmington Avenue, Hartford, CT
06156
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:
(860) 273-0123

Former name or former address, if changed since last report:
N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 

Section 5 - Corporate Governance and Management

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2011, Aetna Inc.’s (“Aetna’s”) shareholders approved an amendment to the Aetna Inc. 2010 Stock Incentive Plan to increase the number of shares authorized to be issued under such Plan.  The amended Aetna Inc. 2010 Stock Incentive Plan, as amended May 20, 2011, is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein in response to this Item 5.02.

Also on May 20, 2011, Aetna’s shareholders approved the Aetna Inc. 2011 Employee Stock Purchase Plan dated as of May 20, 2011 (the “ESPP”).  The ESPP is filed as Exhibit 10.2 to this Current Report and is incorporated by reference herein in response to this Item 5.02.

Item 5.07   Submission of Matters to a Vote of Security Holders.

Aetna’s Annual Meeting of Shareholders was held on May 20, 2011.  Shareholders voted on the matters set forth below.

1. Election of Director nominees.  Each of the nominees listed below was elected as a Director of Aetna until the next Annual Meeting and until their successors are duly elected and qualified based on the following votes:

Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Mark T. Bertolini
              296,295,161
                12,957,349
                     394,229
                20,988,197
Frank M. Clark
              275,934,235
                33,263,644
                     448,860
                20,988,197
Betsy Z. Cohen
              262,845,460
                46,385,761
                     415,518
                20,988,197
Molly J. Coye, M.D.
              277,724,379
                31,510,222
                     412,138
                20,988,197
Roger N. Farah
              274,476,315
                34,693,553
                     476,871
                20,988,197
Barbara Hackman Franklin
              266,875,205
                42,336,867
                     434,667
                20,988,197
Jeffrey E. Garten
              274,547,439
                34,633,637
                     465,663
                20,988,197
Gerald Greenwald
              297,033,222
                12,139,066
                     474,451
                20,988,197
Ellen M. Hancock
              297,191,109
                11,996,662
                     458,968
                20,988,197
Richard J. Harrington
              307,247,720
                  1,951,904
                     447,115
                20,988,197
Edward J. Ludwig
              303,087,407
                  6,082,737
                     476,595
                20,988,197
Joseph P. Newhouse
              297,659,995
                11,533,962
                     452,782
                20,988,197
         

2. The proposal to approve the appointment of KPMG LLP as the independent registered public accounting firm for Aetna and its subsidiaries for 2011 was approved based on the following votes:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
                     326,818,620
                         3,495,993
                            320,323
 None
 
3. The proposal to approve the proposed amendment to the Aetna Inc. 2010 Stock Incentive Plan to increase the number of shares authorized to be issued under the Plan was approved based on the following votes:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
                     222,644,231
                       86,374,750
                            627,758
                       20,988,197
 
4. The proposal to approve the proposed Aetna Inc. 2011 Employee Stock Purchase Plan was approved based on the following votes:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
                     304,436,647
                         4,708,868
                            501,224
                       20,988,197
 

 
1
 
 

 

5. The non-binding advisory vote on executive compensation was approved based on the following votes:

Votes For
Votes Against
Abstentions
Broker Non-Votes
                     220,277,161
                       88,473,047
                            896,531
                       20,988,197
 
6. The non-binding advisory vote on the frequency of the vote on executive compensation was voted on as follows:
 
Every Year
Every Two Years
Every Three Years
Abstentions
Broker Non-Votes
                     225,770,060
                         2,299,963
                       66,870,226
                         7,897,271
                       27,797,416

7. A shareholder proposal relating to cumulative voting in the election of Directors was not approved based on the following votes:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
                     116,356,098
                     192,024,575
                         1,266,066
                       20,988,197

8. A shareholder proposal requesting that the Board of Directors adopt a policy that the Chairman of Aetna Inc.’s Board of Directors be an independent director who has not previously served as an executive officer of Aetna was approved based on the following votes:
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
                     158,644,375
                     149,798,952
                         1,203,412
                       20,988,197
 

Section 9 – Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d)  Exhibits.

The following exhibits are filed as part of this Current Report:

 
10.1
Amended Aetna Inc. 2010 Stock Incentive Plan, as amended May 20, 2011. *

 
10.2
Aetna Inc. 2011 Employee Stock Purchase Plan dated as of May 20, 2011. *

* Compensatory plan or arrangement.
 

2
 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Aetna Inc.


  Date:  May 23, 2011
By:
 /s/ Rajan Parmeswar   
   
Name: Rajan Parmeswar
   
Title: Vice President, Controller and Chief Accounting Officer

 
 
 
 

 

INDEX TO EXHIBITS

Exhibit
 
Filing
Number
Description
Method
     
10.1
Amended Aetna Inc. 2010 Stock Incentive Plan, as amended May 20, 2011.
Electronic
10.2
Aetna Inc. 2011 Employee Stock Purchase Plan dated as of May 20, 2011.
Electronic