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) April 24, 2019
Cigna Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-38769 (Commission File Number) | 82-4991898 (IRS Employer Identification No.) |
900 Cottage Grove Road
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(860) 226‑6000
Not Applicable
(Former name or former address, if changed since last report)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Cigna Corporation (“Cigna” or the “Company”) held its Annual Meeting of Shareholders on April 24, 2019 (the “Annual Meeting”). Of the 379,672,315 shares outstanding and entitled to vote, 344,210,252 shares, or 91%, were represented in person or by proxy at the Annual Meeting. The results for each of the proposals submitted to a vote of shareholders at the Annual Meeting are set forth below. Each proposal is described in more detail in the 2019 Proxy Statement.
Proposal 1: Shareholders elected the thirteen director nominees named in the 2019 Proxy Statement for one-year terms to expire at the next annual meeting of shareholders, based on the following votes:
Nominees | Votes For | Votes Against | Abstentions | Broker
Non-Votes |
| David M. Cordani | 318,627,315 | 1,537,724 | 912,609 | 23,132,604 |
| William J. DeLaney | 319,016,703 | 1,119,532 | 941,413 | 23,132,604 |
| Eric J. Foss | 318,517,679 | 1,619,941 | 940,028 | 23,132,604 |
| Elder Granger, MD, MG, USA | 318,781,713 | 1,131,555 | 1,164,380 | 23,132,604 |
| Isaiah Harris, Jr. | 315,686,399 | 4,449,303 | 941,946 | 23,132,604 |
| Roman Martinez IV | 310,937,506 | 9,203,261 | 936,881 | 23,132,604 |
| Kathleen M. Mazzarella | 319,563,508 | 391,718 | 1,122,422 | 23,132,604 |
| Mark B. McClellan, MD, PhD | 319,006,318 | 1,138,397 | 932,933 | 23,132,604 |
| John M. Partridge | 316,908,576 | 3,219,963 | 949,109 | 23,132,604 |
| William L. Roper, MD, MPH | 319,629,753 | 518,742 | 929,153 | 23,132,604 |
| Eric C. Wiseman | 313,325,186 | 6,813,225 | 939,237 | 23,132,604 |
| Donna F. Zarcone | 309,600,554 | 10,575,990 | 901,104 | 23,132,604 |
| William D. Zollars | 308,138,122 | 11,990,029 | 949,497 | 23,132,604 |
In addition, shareholders voted on the following proposals and cast their votes as described below:
Proposal 2: Advisory approval of executive compensation.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 297,576,099 | 22,361,912 | 1,139,637 | 23,132,604 |
Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019.
Votes For | Votes Against | Abstentions | |
| 333,215,490 | 10,058,575 | 936,187 | |
Proposal 4: Non-binding shareholder proposal regarding the right to act by written consent.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 203,936,877 | 115,899,414 | 1,241,357 | 23,132,604 |
Proposal 6: Non-binding shareholder proposal regarding gender pay gap reporting.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 112,538,356 | 203,251,671 | 5,287,621 | 23,132,604 |
As previously reported by the Company, the shareholder proposal seeking a cyber risk report (Proposal 5) was withdrawn by its proponent and therefore was not presented, nor was any vote taken with respect to it, at the Annual Meeting.
SIGNATURE
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.
| | Cigna Corporation |
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| | | |
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| Date: April 29, 2019 | By: | /s/ Nicole S. Jones |
| | | Nicole S. Jones |
| | | Executive Vice President |
| | | and General Counsel |
