SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 |
| 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 | ||