March 18, 202215, 2024
900 Cottage Grove Road
Bloomfield, Connecticut 06002
Dear Fellow Shareholders:
2021 wasIn 2023, The Cigna Group executed well and delivered sustained growth and strong performance. Powered by our deep clinical expertise, leadership in innovation, and a strong year forhighly experienced and caring team, we made significant progress advancing our company, and we are extremely proud of our Cigna team who, with great resolve and commitment, delivered on Cigna’s mission to improve the health well-being, and peace of mindvitality of those we serve.
As a result, we all navigated a full second year of the COVID-19 pandemic,enter 2024 with momentum and remain focused on advancing our team hosted vaccination clinics, supported accessstrategy and investing in our future. Looking forward, we will continue to testingexpand our reach and treatment,strengthen capabilities across our Evernorth Health Services and volunteered at mass walk-in sites as part ofCigna Healthcare platforms. We will evolve and grow our Community of Immunity program. At the same time, we delivered strong overall 2021 results, as we continuedbusinesses to innovate and advancedeliver value for our shareholders while also building on our work to make healthcare more affordable, predictable,toward a health care system that benefits every individual and simple.every community.
Financial Performance
The Cigna Group successfully delivered on our overall financial goalscommitments for fiscal year 2021:2023:
•Grew both revenue and adjusted revenue* by 9%full-year total revenues to $174 billion;$195.3 billion, an increase of 8% year over year.
•Achieved shareholdersshareholders’ net income for 2023 of $5.2 billion, or $17.39 per share, of $15.73compared with $6.7 billion, or $21.41 per share, for 2022, and adjusted income from operations of $7.4 billion, or $25.09 per share*share, compared with $7.3 billion, or $23.36 per share, for 2022.
•Generated cash flow from operations of $20.47, representing
$11.8 billion.
11% growth; and
Returned over $9 billion to shareholders via dividends and•Expanded our total share repurchase authority to $11.3 billion, representing a significant increase over 2020.
value-enhancing deployment of capital. We also sharpened our focus on our global health services portfolio and announcedexpect to repurchase at least $5 billion in common stock by the saleend of the first half of 2024, as well as use the majority of our life, accident, and supplemental benefits businessesdiscretionary cash flow for share repurchase in seven international markets to Chubb. Subject to applicable regulatory approvals and customary closing conditions, we expect to complete this transaction in the second quarter of 2022.
Looking ahead, 2022 will be another year of attractive growth for our company, reinforcing the strength of our businesses.2024.
Advancing Our Strategy
We made meaningful progressare relentlessly focused on improving the way care is accessed, delivered, and coordinated to drive better health outcomes, affordability, and growth across our strategy through our powerful combination of growth platforms: Evernorth Health Services and Cigna Healthcare.Healthcare benefits platforms.
Our health services business successfully markedEvernorth Health Services continued proving its first full-year of operations under the Evernorth brand and grew adjusted revenue by 14% in 2021. Evernorth brings togetherability to create value with differentiated pharmacy, care, and benefits and intelligence services, along with deep expertise and the flexibility to partner acrosscapabilities.
•Pharmacological innovation is rapidly reshaping the health care system. This platform is well-positionedlandscape, and our leadership position will allow us to take advantagecapitalize on substantial market opportunities addressing the growing needs of our stakeholders. In 2023, in our Pharmacy Benefits Management business, we took action to increase access to affordable medicines and drive greater transparency and predictability with new programs, such as our EncircleRxSM GLP-1 solution that helps employers and organizations manage the rapidly changing healthcare landscape.complexity and costs of obesity, diabetes, and cardiovascular disease. We continued to provide our clients choices in how they fund pharmacy benefits with a new pharmacy network option, Express Scripts ClearNetworkSM, introduced in November, that offers cost-based pricing for prescription drugs and pharmacy services. Also, recognizing that millions in rural America count on pharmacists to fill gaps in care and improve access, we stepped forward to provide meaningful support through our IndependentRx initiative.
•Our large and fast-growing specialty pharmacy business continues to play a critical role in the coming wave of complex drug innovation. For example, Evernorthwe are focused on the multi-year biosimilar wave to drive greater savings and value for our clients.
•We advanced our efforts to extend our reach, impact, and growth with new and expanded relationships with partners, including VillageMD and CarepathRx Health System Solutions. We also have a substantial new opportunity with the addition of serving Centene Corporation. Our teams did an exceptional job of starting this relationship on the right foot by readying us to transition 20 million Centene customers to our platform this year.
•Recognizing the growing need for mental health care, we launched a value-based care program to strengthen our collaboration with providers and outcomes in our behavioral health network. We also focused on expanding access to care – where and when people need it – at home, virtually, at work, or in person. We also continue to serve growing numbers of customers through MDLIVE, our virtual care platform, and achieved the notable milestone of our 10 millionth visit.
In Cigna Healthcare, we offer services and solutions to employers, organizations, and individuals, along with specialty products that improve the quality of care, health outcomes, affordability, and value. We continued to expand our reach, growing our total medical customers in 2023 by approximately 1.8 million.
•Many of our employer clients turned to us for their evolving needs in supporting healthy, engaged, and productive workforces. Our U.S. Employer business continued to make strides in 2023 toward improving affordability, as well as offering new approaches to expand care access and coordination.
•In International Health, we continued to lead in managing health needs for government organizations, non-governmental and intergovernmental organizations, and globally mobile individuals. We enhanced our portfolio of solutions and expanded our reach into existing markets, including being the first international health insurer to receive a branch license from the Saudi Central Bank to operate in the Kingdom of Saudi Arabia.
•In our Medicare Advantage and Individual Exchange businesses, we supported those we serve and our company by balancing competitive benefit offerings, targeted market expansion, and disciplined pricing activity. Our Medicare Stars Quality Rating underscored the value we provide to seniors, showing that we again have over two-thirds of our members in 4-star or higher plans.
•Earlier this year, we announced that we had reached a definitive agreement to sell our Medicare Advantage, Cigna Supplemental Benefits, Medicare Part D, and CareAllies businesses to Health Care Service Corporation for a total transaction value of approximately $3.7 billion. We expect this transaction to be accretive to our earnings per share in 2025, while also supporting our company in sharpening our focus on businesses where our investments can create significant value across our enterprise. Looking forward, we will continue to innovate and grow from the significant demand forour government services business in our high-performing Evernorth portfolio.
Our Responsibility
As a high-performance organization, we are also guided by our purpose and commitment to make health care more mental health services, as well as rapidly changing access to care models. Evernorth is continuing to expand virtual care services leveraging MDLIVE, a telehealth acquisition made earlysustainable, accessible, and equitable. Throughout 2023, The Cigna Group advanced impactful work in 2021, and through expansioneach pillar of our behavioral care networks. Today, we offer virtual care options for behavioral health, and also for primary care and wellness, urgent, and dermatology services.
In our Cigna Healthcare portfolio, including our U.S. Commercial, U.S. Government, and International Health businesses, in total we delivered attractive growth and ended the year with 17.1 million total medical customers. Overall, Cigna Healthcare supported and delivered for our customers, clients, and partners through a challenging year, and is well-positioned to both grow membership and focus on margin expansion in 2022. Additionally, Cigna Healthcare will partner and leverage our Evernorth innovations. For example, we’re continuing to expand digital experiences that help engage customers and create better health outcomes, improved customer experience and lower total cost of care. A recent approach we developed for patients diagnosed with orthopedic and musculoskeletal conditions provides highly personalized and actionable information to guide their choices and support improved health outcomes and affordability.
Making Strides on Environmental, Social, and Governance (ESG) strategic framework:
We made significant advancements on ESG areas of focus that are important•Healthy Society through our continuing efforts and investments to us as a companyaddress health disparities.
•Healthy Workforce by supporting the health and to our stakeholders, and align with our mission. With the leadershipvitality of our Diversity, Equity,global colleagues.
•Healthy Environment through our commitments and Inclusion (DEI) Council, we builtactions to reduce our carbon footprint.
•Healthy Company by ensuring that our company’s ethics and values are at the center of all of our interactions and business decisions.
For more information about our ESG vision to advance better health for all, please review our annual ESG report, available on TheCignaGroup.com/our-impact.
Additionally, our longstanding efforts to promote health equity in at-risk populations through increased community grants, partnerships, and other efforts. Our new publicly available 2022 Diversity Scorecard tangibly reflectsReport demonstrated our commitmentprogress towards our goals in three areas: culture and coworkers, clients and customers, and communities. We’re pleased that our leadership continues to DEI, and how we are holding ourselves accountable for progress.
We are proud to remain a leader in corporate sustainability, and our efforts have beenbe recognized, including by a number of prominent organizations, including the Dow Jones Sustainability Indices (DJSI), which named our company as a corporate sustainability industry leader for the seventh consecutive year, and by the National LGBT Chamber of Commerce (NGLCC) and partners in the National Business Inclusion Consortium (NBIC) listed our company among the 2023 "Best-of-the-Best" Corporations for Inclusion.
Our Commitment to Governance
In June 2023, Dr. Philip Ozuah, President and CEO of Montefiore Medicine, was appointed as a fifth consecutive year.
This year, we also focused on refreshingnew independent director to our Board of Directors. Dr. Ozuah, who has 32 years of experience in medicine, adds to ensure we have the skills necessarydeep expertise and diverse backgrounds of our board. His national reputation as a leader in value-based care, particularly his emphasis on aligning community-based organizations and services critical to helpaddressing the companysocioeconomic determinants of health, has been and will continue to grow and thrive long-term. We were pleased to add George Kurian, CEObe an asset for The Cigna Group.
Approximately 70% of NetApp, Inc. and Neesha Hathi, Chief Digital Officer of The Charles Schwab Corporation to complement the diversity of experienceour directors have served on our Board. Both GeorgeBoard for less than our Board’s 7.25-average tenure, which demonstrates how we continue to bring new and Neesha bring strong customer engagement experiencerelevant perspectives and business leadership that will serve us well. We would also likeskill sets into our company. In 2023, our Board composition compared favorably to take this opportunity to again thank Isaiah “Ike” Harris, Jr., who retired from the Board at the end of the year. During hisS&P benchmarks on mean age, tenure, we benefited from Ike’s many contributions and counsel,gender and share his optimism for our future. With Ike’s retirement, Eric Wiseman was appointed to Lead Independent Director, and looks forward to continuing to serve and deliver on our mission.ethnic diversity.
Annual Meeting of Shareholders
On behalf of theThe Cigna CorporationGroup Board of Directors, we invite you to attend our 20222024 Annual Meeting of Shareholders to be held April 27, 2022.24, 2024. The attached Notice of 20222024 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted atconducted.
We are proud of the Annual Meeting.
Weprogress we made in 2023 on behalf of those we serve, our communities, and our company, and we look forward to continuing to serve our customers, patients,another year of positive impact, strong execution and clients, and delivering attractive value creation and sustained growth in the years ahead.growth. On behalf of our more than 70,000 employees around the world, and the entire Board, we thank you for your support and investment in Cigna.The Cigna Group.
Sincerely,
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/s/ David M. Cordani | | | /s/Eric C. Wiseman |
David M. Cordani
| | | Eric C. Wiseman
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Chairman and Chief Executive Officer (CEO) | | | Lead Independent Director |
*
| Consolidated adjusted revenues and adjusted income from operations per share are non-GAAP measures. See Annex A to the Proxy Statement. |
*Consolidated adjusted income from operations and adjusted income from operations per share are non-GAAP measures. See Annex A to the Proxy Statement for a reconciliation of GAAP to non-GAAP measures, as well as a reconciliation of segment metrics to their comparable consolidated metrics.
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| NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS
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Meeting Details | | |
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| Items of Business |
Date and Time:![Calendar.gif](https://capedge.com/proxy/DEF 14A/0001739940-24-000010/ci-20240315_g4.gif) | | | Virtual Meeting Site:Date
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Wednesday, April 27, 2022
9:30 a.m., Eastern Time24, 2024
| 1 | | www.virtualshareholdermeeting.com/CI2022
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Items of Business
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recommends you vote
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Proposal 1:
| | | Election of eleventwelve director nominees named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders. | | | FOR the election of each director
nominee
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Proposal 2: 2 | | | Advisory approval of executive compensation. | | | FOR
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Proposal 3:![Time.gif](https://capedge.com/proxy/DEF 14A/0001739940-24-000010/ci-20240315_g5.gif) | Time 10:30 a.m. Eastern Time | 3 | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022. | | | FOR
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Proposal 4: 4 | | | Shareholder Proposal – SpecialImprove the shareholder right to call a special shareholder meeting, improvement, if properly presented. | | | AGAINST
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Proposal 5:![Location.gif](https://capedge.com/proxy/DEF 14A/0001739940-24-000010/ci-20240315_g6.gif) | Location Virtual Meeting | | |
5 | Shareholder Proposal – Gender pay gap report,Report to shareholders on risks created by the Company's diversity, equity, and inclusion efforts, if properly presented. | | | AGAINST
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Proposal 6: + | | | Shareholder Proposal – Political contributions report, if properly presented.
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| | | Consideration of any other business properly brought before the meeting. | | | | |
The Board of Directors has fixed March 8, 2022 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. A list of these shareholders will be open for examination by any shareholder electronically during the 2022 Annual Meeting at www.virtualshareholdermeeting.com/CI2022 when you enter your 16-digit control number.
Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the internet, or, if you received a proxy card or instruction form, by completing, dating, signing and returning it by mail.
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March 18, 2022![Record.gif](https://capedge.com/proxy/DEF 14A/0001739940-24-000010/ci-20240315_g7.gif) | Record Date March 5, 2024 | | |
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The Board of Directors has fixed March 5, 2024, as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about March 15, 2024. |
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Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the internet, or, if you received a proxy card or instruction form, by completing, dating, signing, and returning it by mail. By order of the Board of Directors,
/s/ Julia Brncic Kari Knight Stevens Julia Brncic Kari Knight Stevens
Corporate Secretary March 15, 2024 | | |
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Important Notice Regarding the Availability of Proxy Materials for IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2024.
the Annual Meeting of Shareholders To Be Held on April 27, 2022
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The Notice of Annual Meeting, Proxy Statement, and Annual Report for
the fiscal year ended December 31, 20212023 are available at www.proxyvote.com.www.proxyvote.com. |
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Table of Contents
TABLE OF CONTENTS
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| PROXY STATEMENT SUMMARY
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Proxy Statement Summary
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Meeting Information | | | Ways to Vote |
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| | Date and Time Wednesday, April 24, 2024 10:30 a.m. Eastern Time | | | Over the internet. Vote at www.proxyvote.com in advance of the meeting. | | By telephone. Use the telephone number shown on your proxy card. |
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| | Location The Annual Meeting will be held in a virtual format only, at www.virtualshare holdermeeting.com/CI2024. | | | |
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| | Record Date March 5, 2024 | | | By mail. If you received a proxy card, mark your voting instructions on the card and sign, date, and return it in the postage-paid envelope provided. |
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| | Admission To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2024 and enter the 16-digit control number included in your notice of internet availability of proxy materials, voting instruction form, or proxy card. | | |
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| | | At the meeting. To vote during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2024 and enter the 16-digit control number included in your notice of internet availability of proxy materials or proxy card. |
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Voting Recommendation |
Items of Business | | Board Recommendation | Page |
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1 | Election of twelve director nominees named in this Proxy Statement for one-year terms to expire at the next Annual Meeting of shareholders. | | FOR the election of each director nominee | |
2 | Advisory approval of executive compensation. | | FOR | |
3 | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. | | FOR | |
4 | Shareholder Proposal – Improve the shareholder right to call a special shareholder meeting, if properly presented. | | AGAINST | |
5 | Shareholder Proposal – Report to shareholders on risks created by the Company's diversity, equity, and inclusion efforts, if properly presented. | | AGAINST | |
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The Cigna 2022 Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement3 | 1 |
2023 Performance and AccomplishmentsTABLE OF CONTENTS
Thanks to the dedicated efforts of our approximately 72,500 colleagues around the world: | •The Cigna Group delivered on our overall financial goals for fiscal year 2023. •We continued to execute our growth strategy. •We advanced our work to create a healthier, more sustainable, and inclusive world. Delivered in a dynamic environment Our financial performance underscored the strength of our growth platforms, and our service-based, capital-light business model. In 2023, we: •Grew both full-year total revenues and adjusted revenues* by 8% to $195.3 billion. •Achieved full-year shareholders’ net income per share of $17.39, and adjusted income from operations per share* of $25.09. •Returned $3.7 billion to shareholders through share repurchases and dividends in 2023. Continued to Execute Our Growth Strategy We innovated, partnered, expanded access to care, built stronger communities, and delivered differentiated value to advance our vision for the future of health care — and improve lives. •We executed the pharmacy benefits industry’s largest implementation with Centene to bring Express Scripts’ best-in-class pharmacy solutions to 20 million Centene members. •Evernorth Health Services created a new, multi-year strategic partnership with CarepathRx Health System Solutions to improve specialty and care services to providers, hospitals, and health systems. •We enhanced MDLIVE’s rapidly growing virtual primary care experience for patients and clinicians by acquiring Bright.md’s technology and clinical capabilities. MDLIVE is also improving its virtual primary care service to include health coaching for patients with chronic conditions. •To continue driving greater transparency of prescription medications, while preserving and protecting client choice, we launched ClearCareRX and ClearNetwork. •Express Scripts, from Evernorth Health Services, provided clients with additional flexibility by offering a new option for simple "cost-plus" pharmacy pricing for brand, generic, and specialty medications. •To ensure Americans living in rural areas have greater access through partnerships and independent pharmacies, Evernorth Health Services introduced IndependentRx and enhanced the MoreThanRx solution suite. •Cigna Healthcare removed nearly 25% of medical services from prior authorization requirements to simplify the care experience for customers and clinicians. •We partnered with Monogram Health — a leading value-based specialty provider of in-home evidence-based care and benefit management services — to provide in-home primary and specialty care to Cigna Healthcare Medicare Advantage customers with chronic kidney disease and end-stage renal disease. •We are positioned to offer enhanced, localized health and well-being solutions with global capabilities in the Kingdom of Saudi Arabia by securing the first branch license granted to an international insurance provider. •We completed several investments through The Cigna Group Ventures — driving innovation across the health care ecosystem, especially in mental and behavioral health care, and data analytics. Advancing Better Health for All We aim to transform the ecosystem of health into one that is well-functioning, sustainable, accessible, and equitable. Our ESG approach is structured around four connected pillars — Healthy Society, Healthy Workforce, Healthy Environment, and Healthy Company — that underscore our mission to improve the health and vitality of those we serve. In 2023, we: •Achieved our goal of $1 billion in annual total diverse supplier spend, and we did so two years ahead of schedule. | |
| PROXY STATEMENT SUMMARY
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2 | Mission, Strategy and Values
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| Cigna Corporation is a global health services company dedicated to improving the health, well-being, and peace of mind of those we serve. With deep, expansive, and integrated capabilities, Cigna advances high-quality, affordable whole-person health. Our employees are champions for the people we serve, helping individuals and families thrive by offering connected, personalized solutions to prevent and better manage health challenges. Guided by our mission, strategy, and values, Cigna is well-positioned for continued success in realizing our vision: to make health care more affordable, predictable, and simple for those we serve.
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| Our Mission
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| To improve the health, well-being, and peace of mind of those we serve
by making health care affordable, predictable and simple.
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| Our Values
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| 4 Cigna 20222024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group
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TABLE OF CONTENTS
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| PROXY STATEMENT SUMMARY
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| Advanced our work to create a healthier, more sustainable, and inclusive world
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| Driven by our commitment to enhancing the health and vitality of the communities where we live and work, we focused on making a difference and building a better future for all.
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| | | To advance health equity, we worked to eliminate barriers to health and improve access to care. Our team delivered 135,000
COVID-19 care kits and promoted testing and vaccination in underserved communities in Houston, Miami, and Memphis.
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| | | We promoted equity and equality in pay and career advancement. In the U.S., our female employees now earn more than 99 cents for every dollar earned versus similarly situated male employees – and our employees from underrepresented groups (which includes Black/African American, Hispanic or Latinx, Pacific Islander and American Indian/Alaskan) earn more than 99 cents for every dollar earned versus similarly situated white employees. We are also continuing to improve ethnic minority representation and gender equity in our leadership pipeline by engaging in strong succession planning, hosting leadership development programs, leveraging our Employee Resource Groups, and strengthening our talent attraction efforts through
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| | | We stayed on track to meet our aspirational goal of $1 billion in diverse spending by 2025, to help ensure that the businesses we work with are representative of the communities we serve. We also expanded our supplier mentoring program, which pairs minority suppliers with a Cigna executive for 18 months to help develop strategies to strengthen and grow their businesses.
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| | | We launched our Diversity, Equity, and Inclusion (DEI) Council, with our CEO David Cordani serving as Chairman. The Council’s focus is on advancing health equity and continuing to strengthen our diverse and inclusive culture. We also released our first-ever Diversity Scorecard, a tangible example of our commitment to leading and being transparent with our DEI progress.
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| | | | ○ We were named a leader in corporate sustainability for the fifth consecutive year on the Dow Jones Sustainability Indices.
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| | | | ○ DiversityInc named us one of the Top 50 Companies for Diversity.
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| | | | ○ For the seventh year in a row, we were named a “Best Place to Work for Disability Inclusion,” earning a score of 100 on the
2021 Disability Equality Index.
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| | | | ○ We were named a “2022 Best Places to Work for LGBTQ+ equality” by the Human Rights Campaign Foundation and
achieved a 100% score for the tenth consecutive year.
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| Continued leading in helping people and businesses navigate the COVID-19 pandemic
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| As the world navigated a second year of the COVID-19 pandemic, we were a champion for the health and well-being of our customers, clients, partners, and communities.
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| | | | ○ Reinforced the value of vaccination by providing our clients with timely, comprehensive resources, such as employer guides and email toolkits. We also made it more convenient for our clients to access vaccines, by coordinating with pharmacies, labs, and on-site occupational health providers to connect clients with dedicated vaccination clinics for their worksites and
to reserve vaccinations with local providers.
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| | | | ○ Launched a vaccine utilization dashboard for Cigna and Evernorth clients to help employers increase vaccine adoption by
identifying local geographies with vaccine hesitancy or disparities.
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| | | | ○ Removed barriers to vaccine access for our Medicare Advantage customers by providing free rides and sharing vaccine
safety information.
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| | | | ○ Joined the White House “Tiger Team” initiative and helped to provide vaccine access to over two million American seniors living in at-risk, vulnerable, and underserved communities. We helped people book appointments, reminded them about
follow-ups, and arranged transportation.
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| | | | ○ Hosted vaccination clinics in at-risk communities in Arizona and Tennessee, leveraging local, trusted voices to encourage
vaccination and support access.
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| | | Well before the federal government’s mandate on reimbursement for over-the-counter COVID-19 tests, Express Scripts took an industry-leading decision to offer health plans and employers a first-of-its-kind option to cover test kits under their pharmacy benefit at participating in-network pharmacies.
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| | | Our global COVID-19 Vaccine Perceptions Study helped to spotlight the reasons for vaccine hesitancy and identify the support and information people need to accept the vaccines with confidence.
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| | | In partnership, Cigna Foundation and the New York Life Foundation expanded eligibility for our Brave of Heart Fund grants to support the families of health care workers who lost their lives in the fight against COVID-19.
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| | | We are proud of our accomplishments in 2021 and energized by the momentum that will drive us forward in 2022. Although the environment will continue to be dynamic, we’ve shown that we have the resilience, flexibility, and focus to continue fulfilling our promises to our customers, clients, co-workers, and shareholders. We look forward to another successful year.
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| * We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2021.2023. Consolidated adjusted income from operations, per share, and consolidated adjusted revenues are not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measures, shareholders’ net income, per share, and total revenues, respectively. Shareholders’ net income was $5.4 billion, shareholders’ net income per share was $15.73, and total revenue was $174.1 billion for the year ended December 31, 2021. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A.
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6 The Cigna 2022 Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement
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ESG at The Cigna Group
At The Cigna Group, we advance better health for all. Our environmental, social, and governance (ESG) approach is rooted in our drive to make the health care system well-functioning, sustainable, and equitable. This approach is structured around four connected pillars that underscore our mission to improve the health and vitality of those we serve.
Building a well-functioning, sustainable, accessible, and equitable health care system requires understanding and addressing social determinants of health and improving medical quality and access, while lowering health risks, promoting preventive health interventions, and coordinating all aspects of care.
Sustainable Health Care: We are committed to transforming how care is accessed, delivered, and coordinated to drive better health outcomes and affordability for our clients and customers. Core to our approach to sustainable health care is influencing how patients access care and connect to the highest-quality physicians, medications, and optimized care modalities – with a focus on value.
Product Service and Quality: Our portfolio of offerings solves diverse challenges across the health care system. We offer a differentiated set of pharmacy, medical, behavioral, dental, and supplemental products and services. The experiences of our customers, clients, and strategic partners are critical to protecting and improving our customers’ health and vitality, as well as enabling our business strategy and being a source of competitive differentiation.
Health Equity: Our purpose is to ensure that all people have the opportunity to achieve their full health potential regardless of social, economic, or environmental circumstances. To this end, we collaborate with providers to integrate health equity and social determinants of health into value-based reimbursement models and address the root causes of health disparities through innovative and measurable interventions that are impactful and scalable.
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| Every day, we work to make a difference in the health of our communities. | |
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Community Resilience: Every day, we work to make a difference in the health of our communities. Our commitment to local communities continues to align to our mission of improving the health and vitality of those we serve. Our community engagement is through the work of The Cigna Group Foundation, corporate giving, and employee giving and volunteerism.
We believe that employers play a vital role in the health care system, and we strive to be a model for others by prioritizing the health and vitality of employees within our own company. A healthy and diverse workforce is essential to achieving our mission, and we continually invest in our employees to support their health and vitality, to foster their growth and development, and to further cultivate diversity and inclusion.
Employee Health, Safety and Well-Being: Higher vitality is linked to better mental and physical health, to higher levels of job satisfaction and performance, and to a more motivated, connected, and productive workforce. Our enterprise well-being strategy and benefits programs are designed to provide holistic support for the eight dimensions of vitality for each of our approximately 72,500 employees worldwide and their families.
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4 | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group |
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| We strongly believe that investing in our people is one of the most important decisions we can make as a company. | |
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Diversity, Equity, and Inclusion within Our Workforce: We recognize that our continued success depends on the collective strengths of our employees. We are committed to nurturing an inclusive culture of belonging that is powerfully diverse, strives for equity, and values every person’s unique differences and talents because we know this supports better decision-making, greater innovation, and higher levels of engagement within our company, which help us improve the health and vitality of those we serve.
Human Capital Development: We strongly believe that investing in our people is one of the most important decisions we can make as a company. Our focus on the growth and development of our people is essential to attracting, retaining, and engaging our workforce and ultimately achieving our mission and business growth.
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| PROXY STATEMENT SUMMARY
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| | Healthy Environment |
We believe that responsible environmental stewardship can improve health and vitality — and also makes sound business sense. We strive to identify new efficiencies and make strategic investments that reduce our environmental impacts and our operating costs. In addition, we see an opportunity to measure the positive impact on the environment with ways we are advancing our business, including through our continued investment toward the growing use of virtual care.
Climate Change and Emissions: As a global health company, we are keenly focused on the connection between planetary health and human health. We set targets to drive progress on our operational sustainability and strategies to achieve them in the coming years.
Sustainable Operations:To further support our operational sustainability targets and reduce our environmental impact, we prioritize efficiency in our buildings, responsible water management, and proper waste reduction.
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Director Nominees![company.gif](https://capedge.com/proxy/DEF 14A/0001739940-24-000010/ci-20240315_g13.gif) | Healthy Company |
We have a deep and long-held commitment to strong governance, as well as ethical and resilient business practices. The strength of our Board of Directors contributes meaningfully to upholding these commitments.
Leadership and Accountability: Our Board is committed to principles of good corporate governance. Our Corporate Governance Guidelines set forth the key governance principles that guide the Board. These guidelines, together with the charters for the Board’s Audit, Compliance, Corporate Governance, Finance, and People Resources Committees, provide the framework for effective governance to promote oversight, accountability, and successful outcomes. Our Board has ultimate oversight for our ESG strategy and performance.
Business Ethics and Compliance: Earning, building, and maintaining the trust of our customers, clients, employees, business partners, and regulators is critical to the success and sustainability of our business. We strive to meet consistent standards of integrity in everything that we do. Our ethics, compliance, and employee relations teams play a critical role in driving ethical behavior across our business. Through a company culture that emphasizes ethics and integrity, we empower employees to be responsible corporate citizens and support the dignity of workers across our value chain.
Data Protection: As a global health company, we collect, store, and process a high volume of sensitive data in connection with the services we provide. We understand the critical importance of securing personal information and maintaining a robust and agile data protection program in an ever-evolving landscape. We take the trust our clients and customers place in us very seriously and are committed to protecting their information.
Responsible Supply Chain: As we drive sustainability across our operations, we look to ensure our indirect (procured goods and services to support our day-to-day operations) and direct supply chains (procured goods and services to be delivered to our customers) embody our ESG aspirations and commitments. The Cigna Group achieved our goal of $1 billion in total diverse supplier spend two years ahead of schedule. Our Supplier Code of Ethics underscores our support of fundamental human rights for all, as well as our environmental expectations.