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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 5.02Departure 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 5.07Submission 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

 

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description

10.1

104

Cigna Long-Term Incentive Plan, amended and restated effective April 28, 2021

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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