Welcome to the annual meeting of stockholders of Humana Inc. Our host for today's call is Kurt Hilzinger, Chairman of Humana's Board of Directors. I will now turn the call over to your host. Mr. Hilzinger, you may begin, sir.
Good afternoon, everyone, and welcome to Humana's annual meeting of stockholders. I'm Kurt Hilzinger, Chairman of Humana's Board of Directors, and I will act as Chair of today's meeting. Joining me today is Valerie Taccona, Vice President, Associate General Counsel, and Corporate Secretary of the company, and she will act as Secretary of this meeting. I'd like to begin by thanking our stockholders. Thank you for your confidence and trust in Humana as we continue to advance our long-term strategy while striving to deliver compelling and sustainable stockholder value over the long term. Now let's address mechanics for the meeting. First, please be advised that all materials that would have been made available to you in person, including the company's most recently filed proxy statement and annual report on Form 10-K, are available electronically within the webcast.
In addition, we've made available the rules of conduct, which we ask participants to follow so that we may conduct the meeting in an orderly fashion. As outlined in the rules of conduct, I wish to remind you that only stockholders may address the meeting. Following the business portion of the meeting, we will allow time to review and respond to questions submitted by stockholders, if any, that are germane to the business of the company. You may submit those questions at any time within the field provided in the webcast. Jim Rechtin, Humana's President and Chief Executive Officer, will provide a brief update on the company's business and key initiatives. At this time, I'd like to call the meeting to order and open the window for voting.
If there are any stockholders present who have not already voted by proxy or who wish to change their proxy vote, then please use the voting options within the webcast to record your vote at this time. Valerie, please proceed with the formal business of today's meeting.
Thank you, Kurt. We'll now conduct the formal business as set forth in the notice of meeting and proxy statement. The record date for voting at this meeting was the close of business on February 27th, 2026. Humana stockholders as of the record date were sent notice of the annual meeting on or about March 6th, 2026, along with a proxy statement and request for proxy by the board of directors. The notice of annual meeting also stated the date, time, and meeting purpose, along with the web address for participating in today's virtual meeting. An affidavit will be incorporated into the minutes of this meeting, attesting that notice of this meeting was properly given, that a stockholder list as of the record date has been maintained for review, and that the inspectors of election appointed by the board of directors have been duly sworn in.
Based on a preliminary report, the inspectors of election have informed me that there are present by proxy a sufficient number of the voting shares of the company to constitute a quorum. Accordingly, this meeting is duly called to order. Moving on now to the agenda. There are four items of business that have been properly presented for consideration at today's meeting, each of which the board of directors has recommended for approval. First, the election of 10 directors of the company as identified in the proxy materials for this meeting. Second, the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31st, 2026. Third, an advisory vote with respect to the compensation of the company's named executive officers as disclosed in the proxy materials. Fourth, the approval of the Humana Inc. 2026 Stock Incentive Plan.
The fifth item to be considered is a stockholder proposal requesting shareholder approval requirement for excessive golden parachutes. For the reasons set out in our proxy statement, the board recommends voting against proposal 5. Chevedden , holder of 15 shares of the company's common stock, provided proper notice to the company of his intent to present proposal 5 during this meeting. At this time, Mr. Chevedden will present the proposal. Mr. Chevedden, out of respect for the other stockholders in attendance, we ask that you please keep your remarks related only to proposal 5, and that you limit your comments to a period of 3 minutes. You will be given a verbal indication when you have 30 seconds remaining, and the operator will close your line if you exceed 3 minutes. Operator, please open the line for Mr. Chevedden at this time.
Hello, this is Chevedden , Proposal 5, shareholder approval requirement for excessive golden parachutes. Shareholders request that the board seek shareholder approval of any senior manager's new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus. This proposal only applies to the named executive officers. This provision shall be included in the governance guidelines of the company. The board shall retain the option to seek shareholder approval after material terms are agreed upon. This proposal may be of greater importance to Humana due to Humana's long-term poor stock performance. Humana stock was at $474 in 2020 and has fallen to $198 today. With such poor performance, Humana management may be looking for a way out that gives management lucrative golden parachutes.
Humana partially adopted this proposal in January 2026, and Humana mentioned this partial adoption in the Humana statement next to this proposal. Thus, this proposal is at least a partial success already. This proposal places no limit on long-term equity pay or any other type pay. It simply requires that overly rich golden parachutes be subject to non-binding shareholder vote at a shareholder meeting already scheduled for other matters. This proposal topic also received between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Air, and Fiserv. Please vote yes. Shareholder approval requirement for excessive golden parachutes, proposal five.
Thank you, Mr. Chevedden. While we continue to allow time for voting, I'd like to introduce additional members of the board of directors, all of whom are present today. James Rechtin, Dr. Raquel Bono, Frank D'Amelio, Dr. David Feinberg, Dr. Wayne Frederick, John Garratt, Karen Katz, Marcy Klevorn, Jorge Mesquita, and Gordon Smith. I'd also like to wish a special thanks to John Garratt, who's just completed six years of service with our board and has been an invaluable member during his tenure. We'll now close the polls. Valerie, please proceed with disclosing the voting results.
By order of the chairman, the polls are now closed. Based on the preliminary report presented to me by the Inspectors of Election, a copy of which will be filed with the minutes of this meeting, the voting results are as follows. 1, each of the director nominees has been elected. 2, PricewaterhouseCoopers has been ratified as the company's independent registered public accounting firm for the year ending December 31, 2026. 3, the advisory vote with respect to the compensation of the company's named executive officers has been approved. 4, the Humana Inc. 2026 Stock Incentive Plan has been approved. 5, the stockholder proposal requesting shareholder approval requirement for excessive golden parachutes has not been approved.
Thank you, Valerie. This concludes the formal business, and I now declare the 2026 annual meeting of stockholders adjourned. At this time, we'll respond to questions that are germane to the business of the company. Please be aware that all questions are reviewed for appropriateness as the business of the company, and the questions may be answered at our discretion. As a reminder, I may respond to questions directly or invite another director or officer of the company to respond. Valerie, do we have any questions?
We have received a few questions related to the business of the meeting. Here's the first question. Does Humana plan stock buybacks given the stock price?
Thank you, Valerie. We do have a process to regularly evaluate both the needs and opportunities with the balance sheet and to assess capital allocation opportunities. That process is ongoing, and we do not right now have anything incremental to announce.
This is the last question for today. What % of Humana Medicare Advantage plans will be enrolled in 4-Star plus plans later in 2026?
Yeah. Thank you again for the question. We will know the answer to that question in October. Star Ratings are graded on a curve relative to performance of others in the industry. We do not have a way of knowing the outcome until it is announced by CMS. However, we are doing everything we can with a great deal of urgency to make sure that we are performing well on Star Metrics, both for our members and for our shareholders. Thank you.
Thanks, Jim. At this time, Jim Rechtin, Humana's President and Chief Executive Officer, will make some remarks. The meeting will conclude immediately following. Let me remind you that we may make forward-looking statements during this portion of the meeting, including predictions, projections, or other statements about future events. Actual results may differ materially from these forward-looking statements because of a variety of risks and uncertainties about our business, which we describe in our filings with the SEC.
Good afternoon. Thank you for your confidence in Humana and for supporting our efforts to help people achieve their best health. We're grateful to have you joining us today. As laid out at our 2025 Investor Day, we are committed to delivering a stable and compelling Medicare Advantage margin and unlocking the earnings potential of the business by 2028. We are also committed to doing this in a manner that puts our customers first by making healthcare simpler and more convenient. We face a challenging external environment. However, those challenges also create opportunities. It is our job to focus on the things that we control in order to navigate these cyclical sector headwinds. That is what we've done in the past, and it is what we are doing today. In 2025, we did hit our financial plans, and we delivered on our commitments for the year.
We also laid out an actionable multi-year plan, complete with short-term and long-term priorities, to return Humana to a long-term margin profile of at least 3% and to transform Humana into a consumer healthcare company. What do we mean when we say a consumer healthcare company? Healthcare consumers need a partner to help them make our healthcare system simpler and easier to navigate. A consumer healthcare company meets that need by truly listening to its customers, simplifying their path to high-quality care, and making it easier to make healthy choices. This is the kind of company Humana is working to become. In the short term, our focus is delivering on the fundamentals of the business. There are four fundamentals. First, product and experience, which drive customer retention and growth. Second, clinical excellence, which delivers clinical outcomes and medical margin.
Third, highly efficient operations, and fourth, capital allocation and growth in both CenterWell and Medicaid. First, we are focused on designing and pricing our products correctly. When we do this, we start by listening to our members. We've designed our MA plans to emphasize simple benefit packages that make it easier for our members to plan their care and understand the cost of that care. The results have been positive. MA member retention has significantly improved from last year's annual election period by over 500 points. This is just one piece of the puzzle, however. We must also deliver clinical excellence. This begins with understanding our members and effectively engaging them along with our care delivery partners to drive improved health outcomes.
Star Ratings are a critical component of this work, and this year we made meaningful progress toward regaining sustainable top-quartile performance by closing more than 700,000 additional gaps in care year-over-year. We are also engaging our members earlier in the year. Our member activation work helped 70% of incoming Special Needs Plans members complete a health risk assessment before January 1. That is nearly twice the number from the year before. Healthier members translate to lower medical cost and stable margins, and Humana has every reason to aim high in this regard. Regarding highly efficient operations, we are executing on a multi-year transformation, which includes near-term tactical cost programs as well as longer-term efforts that change how we operate. During 2025, we made meaningful progress on this transformation.
A small sample of this work includes partnering with Genpact to outsource elements of our finance capability, which is both improving capabilities and reducing costs. In addition, we rolled out an agentic AI platform, which is helping deliver capabilities like Agent Assist that help our call center improve call accuracy and drive faster response times. This, in turn, leads to better outcomes and experience. When we execute on member growth, clinical excellence, and operational efficiency, it creates capacity for incremental investment in areas that deliver better outcomes, lower medical costs over time, and further increase the earnings power of the enterprise. This includes areas such as Medicaid and CenterWell. Our Medicaid footprint now spans 13 states, including the Virginia contract implemented in 2025, the Michigan FIDE contract implemented January 2026, and Georgia and Texas, which are anticipated to launch in 2027.
Within primary care, we are driving robust growth, as reflected in our greater than 25% growth in patients during 2025. Our growth includes the impact of high-value M&A, such as the recently announced MaxHealth acquisition, our acquisition of The Villages Health, and our lease agreement to open over 20 CenterWell primary care centers in former Walmart Health locations. Both Medicaid and CenterWell are attractive on a standalone basis and reinforce our Medicare Advantage core. While early in their J-curves, they already provide meaningful strategic value and are positioned for strong long-term earnings growth. In the long term, we need to constantly push to increase our differentiation in the market. This means remaking the member and patient experience into something significantly simpler, easier, and more personalized. We need to do this while setting a new standard for the industry.
This is how we become a true consumer healthcare company. We do this by making it easier for seniors and others to navigate the system so that when they need healthcare, it's easy to find and even easier to use. For example, we created a more intuitive online provider directory based on feedback from members, patients, and associates. The result was a growth of 17% in user satisfaction and 27% in visit volume. We have been focused on reducing prior authorization requirements, making this process faster and more seamless to better support patients and providers. As of January 1, 2026, we eliminated approximately one-third of prior authorizations for outpatient services and are providing a decision within one business day on at least 95% of all complete electronic prior authorization requests.
In addition, during 2026, we are launching a new gold card program that waives prior authorization requirements for providers who have a proven record of submitting coverage requests that meet medical criteria and delivering high-quality healthcare outcomes for Humana members. When we deliver a differentiated customer experience along with outstanding care through both our health plans and CenterWell, our members and patients have better health outcomes. This combination drives loyalty, retention, reduced medical costs, and attractive economics for the business. This is the core of our long-term strategy, simplifying the consumer experience to enable better outcomes at lower cost. Now to summarize, we are focused on the levers within our control in order to navigate temporary cyclical headwinds in the external environment. We are excited by the opportunities ahead.
We are unlocking Humana's full potential by staying focused on our customers, and we're grateful for our continued support of this vision.
The meeting has now concluded. Thank you for joining, and have a pleasant day.