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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September
26, 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
September 26, 2008, the Aetna Inc. (“Aetna”) Board of Directors (the “Board”)
appointed Richard J. Harrington a Director of Aetna effective
immediately. Mr. Harrington’s term will run until Aetna’s 2009 Annual
Meeting of Shareholders. Mr. Harrington, 61, is chairman of the
Thomson Reuters Foundation. With the appointment of Mr. Harrington,
Aetna's Board consists of thirteen directors.
Mr.
Harrington was also appointed to the Board’s Audit Committee and Investment and
Finance Committee.
The Board
affirmatively determined in its business judgment that Mr. Harrington is
independent as defined in the New York Stock Exchange (“NYSE”) listing standards
and under Aetna’s Director Independence Standards and that any relationship with
Aetna or its subsidiaries (either directly or as a partner, shareholder or
officer of any organization that has a relationship with Aetna or its
subsidiaries) is immaterial under the independence test thresholds contained in
the NYSE listing standards and under Aetna’s Director Independence
Standards. In
addition, the Board determined in its business judgment that Mr. Harrington
meets the independence, financial literacy and expertise requirements for audit
committee members set forth in the NYSE listing standards and that, based on his
background and experience, Mr. Harrington has the requisite attributes of an
“audit committee financial expert” as defined by the U.S. Securities and
Exchange Commission.
Aetna
will compensate Mr. Harrington in the manner and amounts and pursuant to the
plans applicable to all Aetna Directors as described in the 2008 Aetna Inc.
Notice of Annual Meeting and Proxy Statement, including fees related to service
on Board committees.
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: September
30, 2008
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By:
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/s/
Rajan Parmeswar
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Name: Rajan
Parmeswar
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Title: Vice President, Controller
and Chief Accounting Officer
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