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
|
Date
of Report (Date of earliest event reported):
|
August
6, 2007
|
Aetna
Inc.
(Exact
name of registrant as specified in its charter)
|
Pennsylvania
|
1-16095
|
23-2229683
|
|
(State
or other jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
|
incorporation)
|
File
Number)
|
Identification
No.)
|
|
151
Farmington Avenue, Hartford, CT
|
06156
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
|
(860)
273-0123
|
|
Former
name or former address, if changed since last report:
|
Not
applicable
|
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 7, 2007, Aetna Inc. (“Aetna”) issued a press release announcing that
Craig R. Callen, Aetna’s Senior Vice President, Strategic Planning and Business
Development, will be leaving Aetna during the fourth quarter of
2007. A copy of that press release is filed herewith as Exhibit 99.1
and hereby incorporated in this Item 5.02 by reference.
In
connection with Mr. Callen’s departure, Aetna entered into an agreement with him
dated August 6, 2007 and effective August 14, 2007. The key terms of
Mr. Callen’s agreement are as follows:
|
Ø
|
Mr.
Callen's last day of employment will be November 9,
2007.
|
|
Ø
|
Commencing
November 12, 2007, Mr. Callen will be paid 52 weeks of base salary
continuation at his current annual base salary of
$620,000.
|
|
Ø
|
In
lieu of consideration for a 2007 annual performance bonus, Mr.
Callen will
be paid a lump sum of $386,880, which represents a payment of
a pro-rata
2007 annual performance bonus award at target
performance.
|
|
Ø
|
Vesting
and exercise of Mr. Callen’s stock options, stock appreciation rights and
restricted stock units will be governed by the applicable agreements
and
plans.
|
|
Ø
|
Mr.
Callen will be eligible for continuation of group medical and
dental
benefits during the first nine (9) weeks of his salary continuation
period
at active employee rates. Thereafter, he will be eligible
for such benefits under COBRA.
|
|
Ø
|
Mr.
Callen has provided the Company a release of employment and other
related
claims.
|
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and
Exhibits.
(d)
Exhibits.
99.1 Press
release
of Aetna Inc. dated August 7, 2007 announcing that Craig R. Callen, Aetna’s
Senior Vice President, Strategic Planning and Business Development, will
be
leaving
Aetna during the
fourth quarter of 2007.
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.
|
Aetna
Inc.
|
|
Date: August
7,
2007
|
By:
|
/s/
Ronald M. Olejniczak
|
|
Name:
Ronald M. Olejniczak
|
||
|
|
Title:
Vice President and Controller
|
|
|
|
Exhibit
Number
|
Description
|
|
Exhibit
99.1
|
Press
release of Aetna Inc. dated August 7, 2007 announcing that Craig
R.
Callen, Aetna’s Senior Vice President, Strategic Planning and Business
Development, will be leaving Aetna during the fourth quarter
of
2007.
|