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) June 4, 2014

Cigna Corporation
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation)
1-08323
(Commission File Number)
06-1059331
(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))
 
 
 
 
 
 
 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2014, Cigna Corporation (“Cigna” or the “Company”) announced the appointment of Matthew G. Manders, 52, as President, U.S. Commercial Markets and Global Health Care Operations, effective as of the same day.  Mr. Manders most recently served as Cigna's President, Regional and Operations beginning in November 2011; President, U.S. Service, Clinical and Specialty from January 2010 to November 2011; President of Cigna HealthCare, Total Health, Productivity, Network & Middle Market from June 2009 to January 2010; and President, Customer Segments from July 2006 to June 2009.

Mr. Manders will receive an annual base salary of $675,000 and be eligible for an annual cash incentive award for 2014 performance with a target value of $750,000 based on the achievement of pre-established enterprise goals and individual contributions.  Mr. Manders also will be eligible to receive a long-term equity incentive award with an annual target value of $2.1 million beginning in 2015.  On June 4, 2014, he was granted transitional strategic performance shares for the 2012–2014, 2013–2015 and 2014–2016 performance periods with grant date values of approximately $34,000, $92,400 and $150,700, respectively.

The foregoing summary is qualified in its entirety by reference to the full text of Mr. Manders’ offer letter, which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

Item 7.01
Regulation FD Disclosure.

A copy of the press release announcing Mr. Manders’ appointment and the appointment of Jason D. Sadler as President, International Markets is furnished with this report as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.
Description
10.1
99.1
 
 
 

 
 
 
 
 
 
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:  June 4, 2014
By:   /s/ Nicole S. Jones
 
Nicole S. Jones
 
Executive Vice President
 
and General Counsel
 
 
 

 
 
 
 

 
Exhibit Index

Exhibit No.
Description
10.1
99.1
 
 
 
 
Exhibit 10.1
David M. Cordani
President and CEO
 
 
 
 
June 2, 2014
Routing  W2SLT
900 Cottage Grove Road
Hartford, CT 06152
 

 
Matthew G. Manders

Dear Matt:

Congratulations on your promotion with Cigna effective June 4, 2014.  I am delighted to confirm your new compensation package as you assume the position of President, U.S. Commercial Markets and Global Health Care Operations.

§
Base Salary –   will increase to a pre-tax annualized rate of $675,000 .  This amount will be reviewed annually based on your performance and pay position relative to the competitive market.

§
Annual Incentive –   your annual target will increase to $750,000 for the 2014 performance year.  As you are aware, annual incentive is typically paid in the first quarter of the year following the performance period and is not considered earned until the date paid.

§
Long-Term Incentive –   your annual long-term opportunity will become $2,100,000 and will continue to consist of the following two components:

 
-
Stock Options – grants are typically awarded in the first quarter each year and may vary from 0 to 200% of target based on individual performance and potential.  Options typically vest over a 3 year period and expire no later than 10 years after grant.  The 2015 annual target is $1,050,000 .

 
-
Strategic Performance Shares (SPS) – grants are typically awarded in the first quarter of each year and may vary from 0 to 200% of target based on individual performance.  SPS awards are typically paid or vested three years after the beginning of the performance period.  Awards are not considered earned until the date paid or vested.  The 2015 annual target is $1,050,000 .

§
Stock Ownership Guidelines – To align management and shareholder interests Cigna executives are subject to stock ownership guidelines.  Your stock ownership guideline for this position will become 300% of your new base salary.  You will have five years from your promotion effective date to meet your new ownership guideline.  Once you meet the guideline, you are expected to maintain it on a continuous basis.

NEW TOTAL ANNUAL COMPENSATION OPPORTUNITY:                             $3,525,000

Also, the following long-term incentive awards with an estimated present value of $277,083 will be awarded to you:

 
§
a transitional SPS award with a grant date value $34,028; shares earned (paid) in 2015 per the plan’s formula
 
 
§
a transitional SPS award with a grant date value $92,361; shares earned (paid) in 2016 per the plan’s formula
 
 
§
a transitional SPS award with a grant date value $150,694; shares earned (paid) in 2017 per the plan’s formula

 
 
 
 
 
 
 
 
 The changes above have no impact on previously awarded bonuses, stock options or SPS grants.  The compensation program elements – annual incentive, stock options and strategic performance shares are those of our current program and may be subject to modification or enhancement by the Board of Directors.  As an executive of the company, your compensation will be subject to any future program changes.

Matt, I look forward to continuing to partner with you.

Sincerely,

/s/ David M. Cordani

David M. Cordani

DMC/del

cc:
K. Gorodetzer
 
J. Murabito
 
 
 

 
 
Exhibit 99.1
NEWS RELEASE
 
 
 

Contact:
Ted Detrick, Investor Relations – (215) 761-1414
 
Matt Asensio, Media Relations – (860) 226-2599

Cigna Optimizes Capabilities in Local Markets around the World
 
o
Matthew Manders named President, U.S. Commercial Markets and Global Health Care Operations
 
o
Jason Sadler named President, International Markets
 
 
BLOOMFIELD, Conn., June 4, 2014 - Cigna (NYSE: CI) today announced enhancements to its operating model to better serve customers and clients by reinforcing its local market organizations, and regional and global operational capabilities.
 
Matt Manders has taken on expanded leadership responsibilities as President, U.S. Commercial Markets and Global Health Care Operations, effective immediately.  In addition to his current responsibilities, he will also be responsible for all U.S.-based commercial business with employers and individuals, and the operations teams that deliver health care services in markets around the world.
 
Also effective immediately, Jason Sadler now becomes President, International Markets. In this expanded role, Jason will now have responsibility for all Cigna business originating outside of the U.S. for individuals and employers.
 
“Our Go Deep, Go Global, Go Individual strategy has been a positive, driving force for Cigna for more than four years.  We have demonstrably improved the products and services we bring to our customers and clients around the world, and our financial performance has outpaced that of our industry,” said President and Chief Executive Officer David M. Cordani. “These changes enhance our ability to uniquely deliver on our brand promise and further drive our growth strategy.”
 
About Cigna
 
Cigna Corporation (NYSE:CI) is a global health service company dedicated to helping people improve their health, well-being and sense of security. All products and services are provided exclusively by or through operating subsidiaries of Cigna Corporation, including Connecticut General Life Insurance Company, Cigna Health and Life Insurance Company, Life Insurance Company of North America and Cigna Life Insurance Company of New York. Such products and services include an integrated suite of health services, such as medical, dental, behavioral health, pharmacy, vision, supplemental benefits, and other related products including group life, accident and disability insurance. Cigna maintains sales capability in 30 countries and jurisdictions, and has approximately 80 million customer relationships throughout the world. To learn more about Cigna ® , including links to follow us on Facebook or Twitter, visit www.cigna.com .
 

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