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 24, 2019

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))

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 5.07
Submission of Matters to a Vote of Security Holders.
 
Cigna Corporation (“Cigna” or the “Company”) held its Annual Meeting of Shareholders on April 24, 2019 (the “Annual Meeting”).  Of the 379,672,315 shares outstanding and entitled to vote, 344,210,252 shares, or 91%, 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 2019 Proxy Statement.
 
Proposal 1:  Shareholders elected the thirteen director nominees named in the 2019 Proxy Statement for one-year terms to expire at the next annual meeting of shareholders, based on the following votes:
Nominees
Votes For
Votes Against
Abstentions
Broker
Non-Votes
David M. Cordani
318,627,315
1,537,724
912,609
23,132,604
William J. DeLaney
319,016,703
1,119,532
941,413
23,132,604
Eric J. Foss
318,517,679
1,619,941
940,028
23,132,604
Elder Granger, MD, MG, USA
318,781,713
1,131,555
1,164,380
23,132,604
Isaiah Harris, Jr.
315,686,399
4,449,303
941,946
23,132,604
Roman Martinez IV
310,937,506
9,203,261
936,881
23,132,604
Kathleen M. Mazzarella
319,563,508
391,718
1,122,422
23,132,604
Mark B. McClellan, MD, PhD
319,006,318
1,138,397
932,933
23,132,604
John M. Partridge
316,908,576
3,219,963
949,109
23,132,604
William L. Roper, MD, MPH
319,629,753
518,742
929,153
23,132,604
Eric C. Wiseman
313,325,186
6,813,225
939,237
23,132,604
Donna F. Zarcone
309,600,554
10,575,990
901,104
23,132,604
William D. Zollars
308,138,122
11,990,029
949,497
23,132,604
 
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
297,576,099
22,361,912
1,139,637
23,132,604
 
Proposal 3:  Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019.
 
Votes For
Votes Against
Abstentions
 
333,215,490
10,058,575
936,187
 
 
Proposal 4:  Non-binding shareholder proposal regarding the right to act by written consent.
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
203,936,877
115,899,414
1,241,357
23,132,604
 
Proposal 6:  Non-binding shareholder proposal regarding gender pay gap reporting.
 
Votes For
Votes Against
Abstentions
Broker Non-Votes
112,538,356
203,251,671
5,287,621
23,132,604
 


As previously reported by the Company, the shareholder proposal seeking a cyber risk report (Proposal 5) was withdrawn by its proponent and therefore was not presented, nor was any vote taken with respect to it, at the Annual Meeting.
 
 

 

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: April 29, 2019
By:
/s/ Nicole S. Jones
   
Nicole S. Jones
   
Executive Vice President
   
and General Counsel