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
13, 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
February 13, 2009, Aetna Inc. (“Aetna”) granted special restricted stock unit
(“RSU”) awards to Aetna’s President Mark T. Bertolini and its Executive Vice
President and Chief Financial Officer Joseph M. Zubretsky under Aetna’s 2000
Stock Incentive Plan. Aetna believes each of the executives is important to the development
and execution of Aetna’s strategy and business plans and made the grants
in order to promote the retention of the executives at a time when the
executives’ prior equity grants have lost retention value. The grant
date values of Mr. Bertolini’s and Mr. Zubretsky’s awards were $5.5 million and
$3.8 million, respectively. One third of the RSUs will vest on August
13, 2010, and two-thirds of the RSUs will vest on February 13, 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.
The
special RSU awards are 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: February
18, 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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