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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February
26, 2009
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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 March
10, 2009, Aetna Inc. (“Aetna”) will grant a special restricted stock unit
(“RSU”) award to Aetna’s Senior Vice President and General Counsel, William J.
Casazza, under Aetna’s 2000 Stock Incentive Plan. The grant promotes
the retention of Mr. Casazza. The grant date value of Mr. Casazza’s
award will be approximately $900,000. One third of the RSUs will vest
on each of March 10, 2010, March 10, 2011 and March 10, 2012, subject to earlier
termination as provided in Aetna’s 2000 Stock Incentive Plan and the applicable
RSU award agreement. No dividends will be paid on the unvested
portion of the RSUs. In connection with this grant, Mr. Casazza will
enter into an agreement not to compete with Aetna for a period of one year
following his termination of employment.
The
special RSU award is in addition to Aetna’s regular annual cash bonus awards and
equity grants.
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: March
3, 2009
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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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