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
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Date
of Report (Date of earliest event reported):
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August
1, 2008
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Aetna
Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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1-16095
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23-2229683
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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151
Farmington Avenue, Hartford, CT
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06156
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(860)
273-0123
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Former
name or former address, if changed since last report:
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Not
applicable
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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 August
4, 2008, Aetna Inc. (“Aetna”) announced that Rajan Parmeswar was appointed Vice
President, Controller and Chief Accounting Officer of Aetna. Mr.
Parmeswar is expected to commence employment at Aetna on August 18,
2008. Mr. Parmeswar succeeds Ronald M. Olejniczak who, as previously
announced, retired from Aetna on July 31, 2008.
Mr. Parmeswar,
age 46, is a certified public accountant and is currently an audit partner at
Pricewaterhouse Coopers LLP, a position he has held since 1998. Mr.
Parmeswar joined Pricewaterhouse Coopers LLP in 1989.
The key
terms of Mr. Parmeswar’s compensation arrangements are as
follows:
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•
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Mr. Parmeswar’s
base salary will be $310,000 and his full-year annual bonus opportunity at
target performance will be 50% of his base salary. Mr.
Parmeswar will be eligible for a pro-rated bonus award for calendar year
2008.
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•
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Mr. Parmeswar
will receive a sign on long-term equity grant of performance stock units
(“PSUs”) with a grant date value of $48,750 and stock appreciation rights
(“SARs”) with a theoretical grant date value of $113,750*. The performance
period for the PSUs is January 1, 2008 through December 31,
2009. The number of PSUs that will vest, if any, at the end of
the performance period is dependent on Aetna’s performance relative to the
established financial measure. The SARs will vest in three equal annual
installments, with the first installment vesting on the first anniversary
of the grant date. The grant date for these PSUs and SARs will be the
tenth day of the month after Mr. Parmeswar commences employment at
Aetna.
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•
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Management
has agreed to recommend to the Committee on Compensation and Organization
of Aetna’s Board of Directors that Mr. Parmeswar receive a long-term
equity award in 2009 at the same time regular long-term incentive awards
are recommended for other officers of Aetna and that such award not be
prorated.
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•
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In
recognition of his career move, Mr. Parmeswar will be provided a
sign-on cash payment of $250,000.
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* Reflects the theoretical grant date value of the SARs to be granted. The strike price and the number of SARs will be determined using Aetna’s closing stock price on the grant date and a SAR valuation factor of 30% (i.e., the number of SARs granted will be equal to the dollar value of the theoretical grant date value divided by a factor determined by multiplying Aetna’s closing stock price on the grant date by 30%).
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.
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Aetna
Inc.
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Date: August
6, 2008
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By:
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/s/
Joseph M. Zubretsky
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Name: Joseph M.
Zubretsky
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Title: Executive Vice
President and Chief Financial
Officer
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