CI Cigna

Filed: 3 May 21, 4:30pm





Washington, D.C. 20549





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)



(State or other jurisdiction of incorporation)


(Commission File Number)


(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01CINew 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.


NomineesVotes ForVotes AgainstAbstentionsBroker
David M. Cordani294,645,6991,824,710317,99417,738,159
William J. DeLaney293,811,1072,708,585268,71117,738,159
Eric J. Foss292,153,9764,352,687281,74017,738,159
Elder Granger, MD, MG, USA, Retired293,639,7822,797,801350,82017,738,159
Isaiah Harris, Jr.288,916,6157,499,956371,83217,738,159
George Kurian295,829,545651,916306,94217,738,159
Kathleen M. Mazzarella294,831,6281,711,765245,01017,738,159
Mark B. McClellan, MD, PhD293,849,4582,668,893270,05217,738,159
John M. Partridge290,329,0326,145,869313,50217,738,159
Kimberly A. Ross295,907,453640,710240,24017,738,159
Eric C. Wiseman286,366,42210,117,674304,30717,738,159
Donna F. Zarcone286,669,7099,888,731229,96317,738,159


In addition, shareholders voted on the following proposals and cast their votes as described below.

Proposal 2: Advisory approval of executive compensation.

Votes ForVotes AgainstAbstentionsBroker Non-Votes


Proposal 3: Approval of the Amended and Restated Cigna Long-Term Incentive Plan

Votes ForVotes AgainstAbstentionsBroker Non-Votes





Proposal 4: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021.

Votes ForVotes AgainstAbstentions 


Proposal 5: Non-binding shareholder proposal regarding a shareholder right to act by written consent.

Votes ForVotes AgainstAbstentionsBroker Non-Votes


Proposal 6: Non-binding shareholder proposal regarding gender pay gap reporting.

Votes ForVotes AgainstAbstentionsBroker Non-Votes


Proposal 7: Non-binding shareholder proposal regarding a board ideology policy.

Votes ForVotes AgainstAbstentionsBroker Non-Votes


Item 9.01Financial Statements and Exhibits.
Exhibit No.Description



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

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






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, 2021By:  /s/ Nicole S. Jones
   Nicole S. Jones
   Executive Vice President and
  General Counsel