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 28, 2021
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 | CI | New York Stock Exchange, Inc. |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 28, 2021, shareholders of Cigna Corporation (“Cigna” or the “Company”) approved the Amended and Restated Cigna Long-Term Incentive Plan (the “Plan”). The Plan is described in Proposal 3 in Cigna's proxy statement for the 2021 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 19, 2021 (the “2021 Proxy Statement”). A copy of the Plan is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Cigna held its Annual Meeting of Shareholders on April 28, 2021 (the “Annual Meeting”). Of the 347,381,897 shares outstanding and entitled to vote, 314,526,562 shares, or 90.54%, 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 2021 Proxy Statement.
Proposal 1: Shareholders elected the twelve director nominees named in the 2021 Proxy Statement for one-year terms to expire at the next annual meeting of shareholders.
| Nominees | Votes For | Votes Against | Abstentions | Broker
Non-Votes |
| David M. Cordani | 294,645,699 | 1,824,710 | 317,994 | 17,738,159 |
| William J. DeLaney | 293,811,107 | 2,708,585 | 268,711 | 17,738,159 |
| Eric J. Foss | 292,153,976 | 4,352,687 | 281,740 | 17,738,159 |
| Elder Granger, MD, MG, USA, Retired | 293,639,782 | 2,797,801 | 350,820 | 17,738,159 |
| Isaiah Harris, Jr. | 288,916,615 | 7,499,956 | 371,832 | 17,738,159 |
| George Kurian | 295,829,545 | 651,916 | 306,942 | 17,738,159 |
| Kathleen M. Mazzarella | 294,831,628 | 1,711,765 | 245,010 | 17,738,159 |
| Mark B. McClellan, MD, PhD | 293,849,458 | 2,668,893 | 270,052 | 17,738,159 |
| John M. Partridge | 290,329,032 | 6,145,869 | 313,502 | 17,738,159 |
| Kimberly A. Ross | 295,907,453 | 640,710 | 240,240 | 17,738,159 |
| Eric C. Wiseman | 286,366,422 | 10,117,674 | 304,307 | 17,738,159 |
| Donna F. Zarcone | 286,669,709 | 9,888,731 | 229,963 | 17,738,159 |
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 |
| 273,770,663 | 22,501,688 | 516,052 | 17,738,159 |
Proposal 3: Approval of the Amended and Restated Cigna Long-Term Incentive Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 281,754,804 | 14,581,667 | 451,932 | 17,738,159 |
Proposal 4: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021.
| Votes For | Votes Against | Abstentions | |
| 298,799,954 | 15,467,170 | 259,438 | |
Proposal 5: Non-binding shareholder proposal regarding a shareholder right to act by written consent.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 131,595,547 | 163,243,123 | 1,949,733 | 17,738,159 |
Proposal 6: Non-binding shareholder proposal regarding gender pay gap reporting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 95,936,816 | 198,051,194 | 2,800,393 | 17,738,159 |
Proposal 7: Non-binding shareholder proposal regarding a board ideology policy.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 1,929,244 | 293,299,228 | 1,559,931 | 17,738,159 |
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 |
| | | |
| | | |
| Date: May 3, 2021 | By: | /s/ Nicole S. Jones |
| | | Nicole S. Jones |
| | | Executive Vice President and |
| | | General Counsel |
