UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.       )

Filed by the Registrant ☒

Filed by a Party other than the Registrant   o

Check the appropriate box:

Cigna Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March 15, 2019

900 Cottage Grove Road
Bloomfield, Connecticut 06002

Dear Cigna Shareholder:

On behalf of the Cigna Corporation Board of Directors, our Enterprise Leadership Team and our colleagues worldwide, we invite you to attend our 2019 Annual Meeting of Shareholders to be held April 24, 2019. The attached Notice of 2019 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted at the Annual Meeting.

By any measure, 2018 was a pivotal year for Cigna during which we accelerated our strategy to improve the health, well-being and peace of mind of those we serve. Our combination with Express Scripts added 26,000 talented colleagues who are just as passionate and committed to transforming healthcare as we are. Our colleagues around the globe remained focused on delivering value at every turn for those we are so proud to serve.

For the sixth consecutive year, Cigna delivered industry-leading medical cost trend of 3.6%. Express Scripts delivered its lowest commercial drug trend — 0.4% — in its 25 years of measuring that figure. By bringing together two companies that are leaders in driving affordable solutions, we now have greater opportunities to provide better care, greater choice, and lower costs for our customers and clients.

The innovation we bring to the marketplace is highly valued and in demand. In an environment where health care can be an episodic, disconnected, and complex experience for people, we deliver something better: a holistic, connected, simpler approach to whole person health. We now serve more than 160 million customer relationships, and with more than a billion touchpoints each year, we have our greatest opportunity to help people get well and stay well for the long-term.

Affordability and choice are two important guideposts for us as we enter 2019, and both are foundational components of our Go strategy, which we adopted in 2009, and evolved in 2017 to Go Deeper , Go Local and Go Beyond . By leveraging technology and data-driven insights, coupled with our unique ability to care for people, and being the partner of choice across the healthcare ecosystem, Cigna is best positioned to deliver more affordability and greater choice for those we serve.

This past year marked yet another year of strong, differentiated results, while generating considerable momentum for 2019 and the years ahead. This strong performance reflects the efforts of an exceptionally talented Cigna team — individuals who are proud to serve as champions for our customers and communities around the world.

We steadfastly believe that our communities play an essential role in health and wellness needs. To that end, this year we have embarked on a five-year initiative to address food insecurity and eradicate hunger that affects the lives of so many of our young people around the world. A hungry child may not be able to play, learn, or interact in the way they want. We will answer the call to do more to solve this problem. Healthier Kids for Our Futur e is our commitment to help children get on and stay on a path to realize their full potential.

We can do more for our communities because we do more for our customers. As we grow, we create more opportunities to deliver on our unwavering mission to improve the health, well-being and peace of mind of those we are privileged to serve.

Our ability to create and deliver value is clearly reflected in our financial performance and our attractive top and bottom line growth. As we enter 2019, Cigna’s strong capital position and flexibility further enable our organization to drive attractive earnings and customer growth over the long-term.

In addition to adding talented people throughout our organization, we also added five new members to our Board of Directors, four of whom joined upon the combination with Express Scripts. Each of these individuals brings diverse experiences and skills that further complement our Board. We remain committed to strong corporate governance as a framework for financial integrity, shareholder transparency and competitively attractive performance.

Your vote is very important. Whether or not you plan to attend our Annual Meeting, we hope that you will cast your vote as soon as possible.

As always, thank you for your continued support of Cigna.

Sincerely,

Election of Directors (Proposal 1)

The Board of Directors is elected annually by Cigna’s shareholders. At this Annual Meeting, the Board is nominating the thirteen directors named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders. The role of the Board, its leadership structure and governance practices are described in “Corporate Governance Policies and Practices.” This section identifies the director expectations and qualifications considered by the Board and the Corporate Governance Committee in selecting and nominating directors, describes the process for director nominations and elections, discusses our board composition and succession plans, details our commitment to diversity and presents the biographies, skills and qualifications of the director nominees.

Director Expectations and Qualifications

The Corporate Governance Committee, in consultation with the Board, has identified individual director expectations and qualifications, characteristics, skills and experience that it believes every member of the Board should have. In addition, the Corporate Governance Committee has identified areas of expertise that it believes support Cigna’s business strategy in the short- and long-term, enable the Board to exercise its oversight function and contribute to a well-rounded Board. These expectations and qualifications, as well as the identified areas of expertise, are considered and reviewed as part of the Board’s annual evaluation and as part of each individual director’s evaluation. In developing these areas of expertise, the Board also considered best practices among other large companies. The Board regularly reviews these identified areas of expertise to ensure they support the evolution of the Company’s strategy and the Board’s needs. The Corporate Governance Committee and the Board take into consideration these criteria and the mix of skills and experience as part of the director recruitment, selection, evaluation and nomination process.

PROCESS FOR SELECTING AND NOMINATING DIRECTORS

The Corporate Governance Committee assesses the Board’s composition as part of the annual self-evaluation of the Board (described in “Corporate Governance Policies and Practices — Board Evaluations and Board Effectiveness”). On an ongoing basis, the Corporate Governance Committee engages in Board succession planning, taking into account input from Board discussions and from the Board and committee evaluation process.

When considering whether to nominate current directors for re-election, the Corporate Governance Committee and the Board review the individual director’s performance against the expectations for Board membership, as well as how the director’s skills and experiences support the Company’s strategy and the Board’s needs. When identifying new candidates for the Board, the Corporate Governance Committee focuses on identifying candidates that possess skills and qualifications that will support the Company’s short- and long-term strategy and the ongoing significant complexity and uncertainty within the health service industry. Once a potential candidate has been identified, the Corporate Governance Committee reviews the background of the new director candidate and presents him or her to the Board for consideration. The Board considers how the director candidate’s background would complement the Board’s composition. In addition, the Corporate Governance Committee and the Board consider how each candidate’s background, experiences, skills and/or prior board and committee service would contribute to the diversity of the Board. For additional information about the Board’s commitment to diversity, see “ — Commitment to Board Diversity.” Candidates interview with the Chief Executive Officer, the Chair of the Corporate Governance Committee and the Chairman of the Board, as well as other members of the Board, as appropriate.

From time to time, the Corporate Governance Committee retains a third-party search firm to assist in identifying and evaluating candidates for Board membership. In 2018, Russell Reynolds Associates, Inc., which had been engaged by the

Board to provide advisory services related to Board succession planning and to assist with the recruitment of director candidates, assisted in the recruitment of Dr. Mark McClellan. Mr. DeLaney, General Granger, Ms. Mazzarella and Dr. Roper previously served as directors of Express Scripts and were selected in accordance with the terms of the merger agreement. The Corporate Governance Committee also considers suggestions for Board nominees submitted by shareholders, who are evaluated using the same criteria as new director candidates and current director nominees. Shareholders that want to nominate directors for inclusion in our proxy statement or directly at an annual meeting in accordance with our By-Laws should follow the instructions described in “Annual Meeting Information.”

PROCESS FOR DIRECTOR ELECTIONS

Directors are elected for one-year terms, expiring at the next annual meeting of shareholders. Cigna has adopted a majority voting standard for the election of directors in uncontested elections. Under this standard, each director must receive a majority of the votes cast for him or her. This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee for the director to be elected. Each director has agreed to tender, and not withdraw, his or her resignation if he or she does not receive a majority of the votes cast at the Annual Meeting. The Corporate Governance Committee will make a recommendation to the Board on whether to accept the resignation. The Board has discretion to accept or reject the resignation. A director whose resignation is under consideration will not participate in the decisions of the Corporate Governance Committee or the Board concerning his or her resignation. In a contested election, where the number of director nominees exceeds the number of directors to be elected, the voting standard is a plurality of votes cast.

2018 Board Composition Developments

When evaluating the Board’s composition, the Committee’s objective is to balance the knowledge that results from long-term service on the Board with the new skills and experience that results from adding new directors to the Board, at a pace that allows the Board to maintain its high-performing and effective culture. The Board added five new directors in 2018 — Mr. William DeLaney, General Elder Granger, Ms. Kathleen Mazzarella, Dr. Mark McClellan and Dr. William Roper. Each of these directors brings significant leadership experience and a diversity of backgrounds, skills and experiences to the Board. The Board selected these particular directors in part due to their expertise in health services and delivery systems, as well as strength in regulated industries and public policy. Certain of our new directors have experience in finance, marketing and consumer insights, and as business leaders. In addition, Mr. DeLaney, General Granger, Ms. Mazzarella and Dr. Roper previously served as directors of Express Scripts and will provide invaluable insights to the Board’s oversight of the combined company’s strategy.

The Board expects to continue its succession planning in 2019 and will evaluate the current Board composition in light of the Company’s strategy and risk profile. In planning for board refreshment, the Corporate Governance Committee also considers upcoming planned retirements and the ongoing significant complexity and uncertainty within the health service industry.

Commitment to BOARD Diversity

The Board remains committed to diversity. The Board believes that diversity is important because diverse points of view contribute to a more effective, engaged Board of Directors and a thoughtful decision-making process. The Corporate Governance Committee works to ensure that the Board is composed of individuals with expertise in fields relevant to Cigna’s business, experience from different professions and industries, a diversity of age, ethnicity, gender and global experience and a range of tenures. This approach has proven beneficial given the complexities of, and the significant change and uncertainty in, the health service industry over the past several years. In July 2018, the Board amended its Corporate Governance Guidelines to require the Corporate Governance Committee, and any search firm it engages, to include women and minority candidates in the pool from which the Committee selects director candidates. The Board believes that a range of tenure allows both new perspective and continuity. In 2018, the Board further enhanced its diversity, by adding five new directors that increase the Board’s gender and ethnic diversity, represent a wide range of ages and have a variety of backgrounds and experiences, including experience in corporate, academic, government, public policy and military environments.

The above tables show the diversity of our twelve independent board members.

Other Practices

In addition to working to ensure that the Board is composed of diverse and qualified individuals, the Board has adopted the following governance policies and practices that contribute to a well-functioning Board.

BOARD OF DIRECTORS’ NOMINEES

Upon the recommendation of the Corporate Governance Committee, the Board is nominating the thirteen directors listed below for election to one-year terms to expire at the next annual meeting of shareholders. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. If a nominee becomes unavailable or unable to serve before the Annual Meeting, the Board may either reduce its size or designate another nominee. If the Board designates a substitute nominee, your proxy will be voted for the substitute nominee.

Below are biographies, skills and qualifications for each of the nominees. Each of the director nominees currently serves on the Board. The Board believes that the combination of the various experiences, skills and qualifications represented contribute to an effective and well-functioning Board and that the nominees possess the qualifications, based on the criteria described above, to provide meaningful oversight of Cigna’s business and strategy.

The Board of Directors
unanimously recommends
that shareholders vote
FOR each of the nominees
listed below.

Corporate Governance Policies and Practices

Cigna is committed to ensuring strong corporate governance practices on behalf of our shareholders. We believe that strong corporate governance and an independent Board provide the foundation for financial integrity and shareholder confidence. The Corporate Governance Committee annually reviews Cigna’s governance program based on, among other things, developments in corporate governance, feedback received during shareholder engagement, legal or regulatory actions, proxy advisory firm positions, Securities and Exchange Commission (SEC) guidance and New York Stock Exchange (NYSE) requirements. The Board and the Corporate Governance Committee developed the Board Corporate Governance Guidelines (the Guidelines) which set forth the key governance principles that guide the Board. The Guidelines, together with the charters of the Audit, Compliance, Corporate Governance, Finance, People Resources and Executive Committees, provide a framework of policies and practices for effective governance.

The Board and the Corporate Governance Committee review these Guidelines, and the committees review their respective charters, at least annually and update these governing documents as necessary to reflect changes in the regulatory environment, evolving practices and input from shareholders. The full text of the Guidelines and committee charters are available on our website at www.cigna.com/about-us/corporate-governance/ and are available to any shareholder who requests a copy. ⁽¹⁾

2018 CORPORATE GOVERNANCE HIGHLIGHTS

Throughout 2018, we continued to focus on enhancing our corporate governance practices. Our 2018 corporate governance highlights include:

DIRECTOR INDEPENDENCE

Cigna believes in the importance of a board composed largely of independent, non-employee directors. The current Board includes twelve non-employee directors. On an annual basis, the Board, through its Corporate Governance Committee, reviews relevant relationships between directors, their immediate family members and the Company, consistent with Cigna’s independence standards. Cigna’s independence standards, which are detailed in the Guidelines, are consistent with the independence requirements set forth in the NYSE’s listing standards.

To be independent under Cigna and NYSE standards, the Board must affirmatively determine that a director has no material relationships with the Company directly or as an officer, shareholder or partner of an organization that has a relationship with the Company. In making its assessment, the Board considers all relevant facts and circumstances, including the nature of transactions with such organizations and/or the amount of such transactions (in the aggregate or as a percentage of the organization’s revenues or assets). The Board also considers that, in the ordinary course of business, the Company may sell products and services to, and/or purchase products and services from, organizations affiliated with our directors and may hold investments (generally, debt securities) in organizations affiliated with our directors.

Based on its review of director relationships, the Board has affirmatively determined that there are no material relationships between the non-employee directors and the Company, and all non-employee directors (Mr. DeLaney, Mr. Foss, General Granger, Mr. Harris, Mr. Martinez, Ms. Mazzarella, Dr. McClellan, Dr. Roper, Mr. Partridge, Mr. Wiseman, Ms. Zarcone and Mr. Zollars) are independent as defined in both Cigna’s Guidelines and the NYSE listing standards. Dr. Jane Henney and Mr. James Rogers also served as independent directors during 2018. In addition, at the committee level, all members of the Audit, Compliance, Corporate Governance, Finance and People

Resources Committees are independent and the members of the Audit Committee and the People Resources Committee meet the NYSE’s heightened independence requirements for service on those committees.

BOARD LEADERSHIP STRUCTURE

The Board is committed to the long-term growth of the business and the successful execution of our mission to improve the health, well-being and peace of mind of those we serve around the globe. To fulfill its responsibilities to our shareholders, Cigna’s Board, both directly and through its committees, regularly engages with management, ensures management accountability and reviews critical issues that face Cigna. The Board is committed to meeting the dynamic needs of the Company and focusing on the interests of its shareholders and, as a result, regularly evaluates and adapts its composition, role and relationship with management.

Independent Chairman of the Board

We currently separate the roles of the Chairman of the Board and Chief Executive Officer. Our CEO sets the strategic direction for the Company, working with the Board, and provides day-to-day leadership, while our Chairman leads the Board in the performance of its duties and serves as the principal liaison between the independent directors and the CEO. We believe that having an independent Chairman assists the Board in ensuring independent oversight of the Company and the management team. The Board regularly assesses the appropriateness of this leadership structure and has concluded that this structure best suits Cigna’s needs at this time.

In December 2018, the Board re-elected Isaiah Harris, Jr. to serve as our independent Chairman for a three-year term, subject to his annual election to the Board by shareholders. The full Board evaluates the Chairman’s performance on an annual basis as part of the annual Board evaluation.

Access to Management and Advisors

A member of senior management is assigned to each committee to act as a staff officer. The Chief Financial Officer serves as the staff officer for the Audit and Finance

Committees; the General Counsel serves as the staff officer for the Compliance and Corporate Governance Committees; and the Executive Vice President — Human Resources and Services serves as the staff officer for the People Resources Committee. These executive officers

work with their respective committee chair to assist in setting and developing meeting agendas and materials and attend meetings as appropriate. Committee chairs communicate regularly with staff officers, the other executive officers and other members of management between scheduled Board meetings with respect to committee issues, and management is expected to update the Board on any significant Company matters or competitive developments between Board meetings.

The Board and its committees are able to access and retain independent advisors as, and to the extent, they deem necessary or appropriate.

BOARD EVALUATIONS AND BOARD EFFECTIVENESS

Evaluation Process

The Board evaluation process allows the Board to gain insights into the effectiveness of, and challenges facing, the Board, its committees and its individual members, with the goal of enhancing Board performance and, as a result, increasing shareholder value. Cigna’s Board is committed to ongoing improvement and the evaluation process is an important vehicle that fosters and supports effectiveness. Our board evaluations are designed to solicit input and perspective on various matters, including:

As set forth in its charter, the Corporate Governance Committee oversees the Board, committee and individual director evaluation process. Annually, the Corporate Governance Committee and the Chairman of the Board determine the appropriate form of evaluation and consider the design of the process to ensure it is both meaningful and effective. In 2018, directors were interviewed by either the Chair of the Corporate Governance Committee or the Chairman of the Board. In response to feedback provided from directors regarding the Board evaluation process, the Chairman of the Board and the Chair of the Corporate Governance Committee also interviewed various members of management to better understand management’s perspective on the Board. In addition, members of the Board were able to submit anonymous written feedback to the Corporate Secretary.

The Chair of the Corporate Governance Committee reviewed the feedback from the individual director interviews with the Chairman of the Board and each of the Committee Chairs. The Chair of the Corporate Governance Committee and the Chairman of the Board then led an in-person discussion with the full Board, during which the Board discussed key areas of focus for the upcoming year, including the Express Scripts merger and business strategy. The chairs of each committee led a similar self-assessment discussion for their particular committee.

From time to time, the Board has engaged an independent third party to conduct the Board evaluation, most recently in 2014. The Corporate Governance Committee and Board have agreed to use an independent third party to facilitate the Board evaluation process approximately every three to five years, or on an as needed basis.

The results of the evaluation process support the Board’s belief that the Board and committees are operating effectively.

Board Succession Planning and Orientation

The Corporate Governance Committee is responsible for identifying new director candidates, reviewing the composition of the Board and its committees and for making recommendations to the full Board on these matters. When identifying new candidates for the Board, the Committee focuses on identifying candidates that possess skills and qualifications that will support the Company’s short- and long-term strategy, while being mindful of the ongoing significant complexity and uncertainty within the health service industry, as well as upcoming planned retirements. The Committee’s objective is to balance the knowledge and insights gained from long-term service on the Board with the new skills and experience that results from adding directors to the Board, at a pace that allows the Board to maintain its high-performing and effective culture. In July 2018, the Board amended the Guidelines to require the Corporate Governance Committee, and any search firm it engages, to include women and minority candidates in the pool from which the Committee selects director candidates. In 2018, the Board added five new directors — Mr. William DeLaney, General Elder Granger, Ms. Kathleen Mazzarella, Dr. Mark McClellan and Dr. William Roper. These new directors bring a diversity of backgrounds, skills and experiences to the Board. For more information on our new directors, see “Election of Directors — 2018 Board Composition Developments” and “ — Commitment to Board Diversity.”

New directors undergo an extensive Board and committee orientation process, overseen by the Corporate Governance Committee. The orientation process is designed to enable new members of the Board to quickly become active, knowledgeable and effective Board members. As part of this process, each new director receives a series of briefings designed to provide meaningful interactions with our executive officers and

other senior leaders. These briefings focus on, among other topics, our business operations, strategic plans, financial statements and policies, risk management framework and significant risks, regulatory matters, corporate governance, and key policies and practices, including our Codes of Ethics, as well as the roles and responsibilities of the Board. Board orientation also includes site visits to key business operations.

RESPONSIBILITIES OF THE BOARD

Board Oversight of Risk and Enterprise Risk Management

The Board of Directors has the ultimate responsibility for risk oversight under Cigna’s risk management framework. The Board executes its duty both directly and through its Audit, Compliance, Corporate Governance, Finance and People Resources Committees. The Audit Committee oversees Cigna’s enterprise risk management (ERM) framework. ERM is a Company-wide initiative that involves the Board, Cigna’s management, Cigna’s Chief Risk Officer and General Auditor (CRO) and internal audit function in an integrated effort to (1) identify, assess, prioritize and monitor a broad range of risks and (2) formulate and execute plans to monitor and, to the extent possible, mitigate the effect of those risks. The CRO meets with the Audit Committee regularly during its executive sessions and reports to the Board at least annually.

Cigna has implemented practices so that the Board and its committees are regularly briefed on issues related to the Company’s risk profile. These briefings are designed to provide visibility to the Board about the identification, assessment and management of critical risks and management’s risk mitigation strategies. These briefings address strategic, operational, financial reporting, succession and compensation, cyber security, compliance, reputational, governance and other risks, as appropriate.

The Board, including its committees, oversees risks associated with their respective areas of responsibility. The full board oversees strategic, financial and execution risks and exposures associated with Cigna’s business strategy, including the impact of changes to laws and regulations, significant litigation and regulatory exposures and other current matters that may present material risk to financial performance, operations, infrastructure, plans, prospects, reputation, acquisitions and divestitures. The Board and each committee meet in executive session without management present and with key management personnel, including the Chief Financial Officer, CRO, Chief Accounting Officer, General Counsel, Chief Compliance Officer, Medicare/Medicaid Chief Compliance Officer, Chief Information Officer, and representatives of outside advisors, including the registered independent accounting firm and the independent compensation consultant, as necessary. A summary of each committee’s area of risk oversight responsibility is included in “ — Board Meetings and Committees.”

Oversight of Business Strategy

The Board provides unique insights into the strategic issues facing the Company, including changes in the regulatory environment, changing market dynamics and the competitive landscape. As part of its oversight of business strategy, the Board:

Management Succession Planning

At the direction of the Chairman, the Board oversees management succession planning, including for the CEO role. With the assistance of the People Resources Committee, the Board reviews and approves regular and emergency succession plans. The People Resources Committee is responsible for overseeing the Company’s policies and processes for people development in general. The People Resources Committee also ensures that management succession planning meets the Board’s expectations. Annually, the Board reviews comprehensive succession plans for the CEO and other executive officers and key senior management, including a discussion of those employees who are considered to be potential successors to executive and senior level positions with regard to their readiness and development opportunities.

Shareholder Interests

The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. The Office of the Corporate Secretary engages with shareholders on issues related to corporate governance, executive compensation and social responsibility. Senior management and the Investor Relations team regularly meet with shareholders and respond to their questions and feedback throughout the year. In 2018, the Company, including the Board, senior management, the Office of the Corporate Secretary and Investor Relations engaged in extensive outreach with shareholders, particularly regarding the Express Scripts merger.

In addition, the Board has adopted a number of practices that align the interests of the directors with those of the shareholders, including:

Information regarding how our executive compensation policies and practices align with the interests of shareholders can be found in the Compensation Discussion & Analysis (CD&A).

BOARD MEETINGS AND COMMITTEES

In 2018, the Board held 11 meetings and the committees of the Board held a total of 31 meetings. At all regular meetings held in 2018, the independent members of the Board met in executive session without management present. As part of all regularly scheduled Board meetings, the Chairman presides over all executive sessions of the Board. Each committee also met in executive session without management on a regular basis in connection with their respective meetings.

Each director attended more than 75% of the aggregate of all meetings of the Board and committees on which he or she served during his or her tenure in 2018. During 2018, Board and committee attendance averaged 97% for the Board as a whole. In addition to formal Board meetings,

the Board engages with management regularly throughout the year.

The Board expects directors to attend the annual meeting of shareholders. All then-current directors attended the 2018 annual meeting and Mr. Harris chaired the meeting. All directors are expected to attend the Annual Meeting in 2019.

The specific roles and responsibilities of the Board’s Executive, Audit, Compliance, Corporate Governance, Finance and People Resources Committees are delineated in written charters adopted by the Board. Complete copies of the committee charters are available on Cigna’s website at www.cigna.com/about-us/company-profile/corporate- governance/. Each member of the Audit, Compliance, Corporate Governance, Finance and People Resources Committees is independent under the terms of Cigna’s independence standards, which are detailed in the Guidelines and consistent with the independence standards set forth in the NYSE’s listing standards.

The Executive Committee may exercise the power and authority of the Board as specifically delegated by the Board when convening a meeting of the full Board of Directors is impracticable. Mr. Harris is Chairman of the Executive Committee and Mr. Cordani, Mr. Martinez, Mr. Partridge, Dr. Roper, Ms. Zarcone and Mr. Zollars serve on the Executive Committee. In 2018, the Board of Directors did not delegate any actions to the Executive Committee and, therefore, the Executive Committee did not meet in 2018.

A summary of the key committee responsibilities and the composition of the Audit, Compliance, Corporate Governance, Finance and People Resources Committees is set forth below.

CODES OF ETHICS

Cigna is committed to conducting business in accordance with the highest standards of integrity, legal compliance and ethical conduct. In 2015, at the recommendation of the Corporate Governance Committee, the Board adopted a Director Code of Business Conduct and Ethics, available on Cigna’s website at www.cigna.com/about-us/corporate- governance/ . The Board believes that having a separate code of conduct for the Board meaningfully enhances Cigna’s governance framework by making Board-specific policies clearer.

All directors and employees, including executive officers, must comply with the Company’s Code of Ethics, available on Cigna’s website at www.cigna.com/about-us/corporate- governance/ . Both the Director Code of Business Conduct and Ethics and the Company Code of Ethics, together with Cigna’s related policies and procedures, address major areas of professional conduct, including, among others, conflicts of interest, protection of private, sensitive or confidential information, insider trading and adherence to laws and regulations affecting the conduct of Cigna’s business. Directors and employees affirm their adherence to the Director Code of Business Conduct and Ethics and the Code of Ethics, as applicable, annually.

CORPORATE RESPONSIBILITY

As a global health service company with the mission of helping improve the health, well-being and peace of mind of those we serve, Cigna believes that its success depends

on earning trust through responsible business practices, corporate citizenship and providing services that meet our customers’ individual needs. Inspired by our mission, Cigna works to positively impact the health of people, communities and the environment.

As evidence of this, in 2015, Cigna was the first U.S. health insurance company to sign on to the United Nations Global Compact (UNGC), a policy initiative for companies committed to areas such as human rights, labor standards, environmental responsibility and business integrity in business operations. In 2017, Cigna became a member of the UNGC Health is Everyone’s Business action platform, which is a coalition working to develop a global business agenda to address goals related to good health and well-being.

In 2017 and again in 2018, Cigna was named to the Dow Jones Sustainability Index, a benchmark for investors who integrate sustainability considerations into their portfolios. Cigna is recognized in both the Dow Jones Sustainability World Index and the Dow Jones Sustainability North America Index.

The Corporate Governance Committee is responsible for overseeing Cigna’s positions on, and policies with respect to, Cigna’s corporate responsibility efforts around the globe. To support the Corporate Governance Committee’s responsibility, Cigna has established the Cigna Connects Corporate Responsibility Governance Council to provide input on Cigna’s policies, initiatives and reporting relative to corporate responsibility. This Council is a cross-

functional team of leaders from various areas of the Company, including civic affairs, ethics and compliance, global real estate, risk management, supply chain, human resources and the Cigna Foundation.

Cigna annually publishes a corporate responsibility report, Cigna Connects , highlighting our corporate responsibility goals and initiatives. Cigna Connects covers areas such as Cigna’s practices around ethics and governance, diversity, privacy and information protection, environmental sustainability, and our Cigna Foundation. Cigna Connects is presented to the Corporate Governance Committee, which reviews the report with the Board. We encourage our shareholders to review our most current report, which is available on Cigna’s website at www.cigna.com/about-us/ corporate-responsibility/report/ .

Cigna has received many recognitions for our responsible business practices, including being named to Corporate Responsibility Magazine’s 100 Best Corporate Citizens List, our listing on the MSCI Sustainability Index and FTSE4Good Index, and our “Innovation in Advancing Health Equity” award from the National Business Group on Health.

Cigna’s corporate responsibility efforts are focused on the following key issue areas:

Health and Well-Being. Cigna’s goal is to make health care better for all, by striving to build a sustainable health care system for whole person health that lowers health risks, fosters health equality, improves health status and promotes preventative health interventions. For example, Cigna is committed to being a national leader on modernizing the approach to the prevention, treatment and communication of substance use disorders, and reduced opioid usage among our customers by 25% between 2016 and 2018, one year ahead of its 2019 goal. Cigna is addressing the needs of our communities through efforts such as empowering veterans to address difficult health and life circumstances and our free biometric screenings through our mobile Cigna Health Improvement Tour. In 2018, we provided more than 14,000 free Cigna Health Improvement Tour biometric screenings (blood pressure, cholesterol, blood sugar and body-mass index) and health coaching to participants in 137 locations.

Environment. As a health service company, Cigna takes a precautionary approach to its environmental sustainability efforts, recognizing that environmental stewardship can have a health impact and also make sound business sense. We currently have 17 LEED certified buildings and 18 sites are enrolled in the U.S. Environmental Protection Agency’s ENERGY STAR® program. Annually, Cigna’s greenhouse gas emissions data is verified by an independent third party expert. Cigna considers managing the risks and opportunities associated with climate change and resource scarcity as a significant aspect of our corporate responsibility platform. Our Environmental Policy Statement, which is described in greater detail in the

Corporate Responsibility section of www.cigna.com , outlines our environmental sustainability policies and practices.

Ethical and Inclusive Business Practices. We strive to foster relationships with various stakeholders to help us better understand their priorities and to further Cigna’s goal of bringing positive changes in areas such as human capital, diversity and inclusion, supply chain management, stakeholder engagement and human rights. Cigna seeks to partner with organizations that are guided by similar principles. We request that our suppliers act in an ethical and socially responsible manner in the conduct of their business. As an example of our focus on inclusive business practices, in 2018, we continued our Supplier Mentor Protégé Program to proactively engage with businesses in the communities in which we live and work. This unique program allows our suppliers to apply the skills and expertise of Cigna. This program, consisting of certified minority, veteran and LGBT business enterprises, provides one-on-one mentoring with Cigna management, and insights into growth strategies and best practices to help grow their businesses.

Commitment to Diversity and Inclusion and Equitable Pay

We recognize that our continued success depends on the collective strengths of our employees. At Cigna, individual differences represent a mosaic of opportunities, and diversity and inclusion as a long-term business strategy will help drive the future success of the company. We take great pride in our diverse and talented workforce and are committed to being an employer of choice for diverse talent. This commitment is demonstrated through our programs and practices to attract, retain and reward our employees. Our Board of Directors, or a committee of the Board, is updated routinely by management on our diversity and inclusion programs and progress.

We recruit, hire, train and promote persons in all job titles and work to ensure that all personnel actions are administered without regard to an employee’s race, ethnicity, gender, sexual orientation, or any other such characteristics. We seek to recruit diverse candidates at all stages of their careers and through a variety of venues and programs, including at national conferences for various diversity organizations. We push ourselves to increase representation of women and people of color particularly in middle and senior management roles. In 2018, we developed and launched a virtual “Unconscious Bias” training to help ensure that decisions around hiring and promotions are focused on abilities and qualifications. Our ongoing diversity and inclusion programs, which are detailed in our Corporate Responsibility Report, have been recognized by leading organizations. For additional information regarding our commitment to Board diversity, see “Election of Directors — Commitment to Board Diversity.”

Cigna is committed to pay equity. Our compensation opportunities are defined for each job level based on market and benchmarking data and we have removed compensation inquiries from our job applications. We proactively monitor our pay practices for potential disparities with respect to gender and race, including conducting an annual review directed by outside counsel. This annual review considers multiple factors as determinants of compensation. We evaluate the results, take action as warranted and report our progress to the People Resources Committee on an annual basis.

At Cigna, we are committed
to being an employer of
choice for diverse talent.
Cigna is committed to
equitable pay.

The Cigna Foundation

The Cigna Foundation, established more than 50 years ago, carries out our corporate philanthropy goals of bringing Cigna’s mission and brand promise to life for individuals and communities around the globe. The Cigna Foundation accomplishes these goals through strategically focused charitable grants to nonprofit organizations whose work enhances the health of individuals and families and the well-being of their communities. Cigna’s World of Difference grants center around collaborations with nonprofits pursuing projects that help people overcome barriers to their health and well-being related to factors such as ethnicity, race, gender, age, education, economic status or place of residence. Many of these grants support programs that utilize community health workers who bridge the gaps between specific groups of people and the health care system. In 2018, the Cigna Foundation funded 90 grants to support innovative health solutions that work to improve health equity and respond to community needs in ways that are sustainable, scalable and effective.

Cigna and Express Scripts share a commitment to supporting local communities and improving societal health. In furtherance of this commitment, we announced a $200 million investment in our foundation and our communities. In January 2019, we launched Healthier Kids for Our Future , a $25 million five-year global initiative to improve the health and well-being of children. Cigna’s 74,000 global employees will work together to put children on a healthier path, starting with reducing childhood hunger and improving nutrition in local communities.

Following this review, the Board approved the following director compensation program, effective January 1, 2019. Similar to the prior director compensation program, there is no retainer for service on the Executive Committee and no compensation is paid under this program for directors that are also employees of the Company. In addition, the Board eliminated committee membership retainers.

Deferral of Payments

Under the Deferred Compensation Plan of 2005 for Directors of Cigna Corporation (Deferral Plan), directors may elect to defer the payment of the cash and/or common stock portion of their annual retainers. Deferred common stock compensation is credited to a director’s deferred compensation account as a number of shares of hypothetical common stock and ultimately paid in shares. Deferred cash compensation is ultimately paid in cash, and directors have a choice of hypothetical investment funds whose rates of return are credited to that account. These funds include a Cigna stock fund and several other funds selected from those offered to all Cigna employees under the Cigna 401(k) Plan. Directors may elect to receive payments under the Deferral Plan in a lump sum or installments. Lump sum payments are made, or payment installments begin, in January of the year following a director’s separation from service.

Stock Ownership Guidelines

Cigna requires directors to maintain a stock ownership level of at least five times the value of the cash portion of the annual board retainer (currently $600,000) in value of Cigna common stock. Under the guidelines, directors have five years from their election to the Board to satisfy this ownership obligation. Common stock, deferred common stock, restricted stock units and hypothetical shares of Cigna common stock held by a director count toward the stock ownership guidelines for directors whose service started before February 2014. Directors whose service started after February 2014 may only count common stock and deferred common stock for compliance with stock ownership guidelines. As of December 31, 2018, all of the directors are in compliance with the stock ownership guidelines and each of our directors met or exceeded their ownership requirements or are within the five-year share accumulation period.

Financial Planning and Matching Charitable Gift Programs

Directors may participate in the same financial planning and tax preparation program available to Cigna executive officers. Under this program, Cigna will make direct

payments or reimburse directors for financial planning services that are provided by firms designated by Cigna and for tax preparation services in the amount of up to $6,500 annually. Each director whose service started before 2006 and has at least nine years of board service upon separation from service also is eligible for direct payments or reimbursement in the amount of up to $5,000 for financial planning and tax preparation services during the one-year period following separation from service.

Directors also may participate in the matching charitable gift program available to Cigna employees, under which Cigna will make a matching charitable gift of up to $5,000 annually. In addition, upon a director’s retirement, in recognition of the retiring director’s service, the Board may make a donation in the amount of $10,000 to a charitable organization of the director’s choice.

Insurance Coverage

Cigna provides each director, on the same basis as employees and at no cost to the director, group term life insurance coverage equal to the annual Board retainer ($275,000 during 2018), and business travel accident insurance coverage equal to three times the annual Board retainer ($825,000 during 2018). Beginning in 2018, Cigna provides $1 million of personal umbrella liability insurance coverage for directors. The Company did not provide personal umbrella liability insurance coverage for the five directors that joined Cigna during 2018. Directors may purchase additional coverage at the group rate.

Directors also may purchase or participate in, by paying premiums on an after-tax basis, additional life insurance, medical care, long-term care, property/casualty personal lines and various other insurance programs available on a broad basis to Cigna employees. Directors also may elect to purchase worldwide emergency assistance coverage. This program, which provides international emergency medical, personal, travel and security assistance, also is available to Cigna executive officers and certain other Cigna employees who frequently travel abroad for business.

Cigna provides each retired director whose service started before 2006 and who has at least nine years of Board

service upon separation from service with $10,000 of group term life insurance coverage, with premiums paid by Cigna. In addition, these directors may also participate for two years following separation from service in the medical

care programs currently offered by Cigna to retired employees, with premiums paid by the director on an after-tax basis.

   (1) Mr. DeLaney, General Granger, Ms. Mazzarella and Dr. Roper joined the Board upon the closing of the Express Scripts merger.

   (2) Dr. Henney retired from the Board on April 25, 2018.

   (3) Dr. McClellan joined the Board on December 1, 2018.

   (4) Mr. Rogers passed away on December 17, 2018.

Fees Earned or Paid in Cash (Column (b))

Column (b) reflects the annual cash retainers for Board and committee service received by each director. Cash retainers are paid during a calendar quarter to directors who are in active service at any time during that quarter. Director fees listed in this column may be deferred by directors under the Deferral Plan (see “Deferral of Payments” above).

Stock Awards (Column (c))

Column (c) lists the aggregate grant date fair value of Cigna common stock awarded to directors as part of their Board retainer, computed in accordance with FASB Accounting Standards Codification (ASC) Topic 718, applying the same model and assumptions that Cigna applies for financial statement reporting purposes as described in Note 14 to Cigna’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (disregarding any estimates for forfeitures). Common stock for the annual board retainer is awarded in a calendar quarter to directors who are in active service at any time during that quarter. The number of shares of common stock awarded is determined by dividing the dollar amount of the applicable award by the closing price of common stock, as reported on the NYSE or successor or alternate means of publishing stock price, on the last business day of the second month of the quarter. Fractional shares are not awarded. The number of shares of common stock awarded is rounded down to a whole number of shares and the cash value of any fractional share is paid as soon as practicable during the quarter after the award date. Common stock awards listed in this column may be deferred by directors under the Deferral Plan. See “Director Ownership” below for amounts and a description of equity-based awards outstanding as of December 31, 2018.

All Other Compensation (Column (d))

Column (d) includes:

As permitted by SEC rules, the above table does not include any amounts related to perquisites or personal benefits as there were no perquisites or personal benefits that exceeded $10,000.

Deferred Common Stock (Column (b))

Column (b) includes the equity portion of the 2018 and any previous year’s Board retainer granted in Cigna common stock or deferred stock units that have been deferred under the Deferral Plan.

Restricted Stock Units (Column (c))

Column (c) includes restricted stock units held by each of Mr. Harris, Mr. Martinez, Dr. Roper, Mr. Zollars, and Ms. Zarcone. The restricted stock units will settle in shares of Cigna common stock. All of these restricted stock units are vested. The restricted stock units held by Mr. Harris, Mr. Martinez, Mr. Zollars, and Ms. Zarcone will be delivered upon separation of service. Dr. Roper’s restricted stock units will be delivered six months following his separation of service.

Hypothetical Shares of Common Stock (Column (d))

Column (d) includes (1) share equivalents resulting from voluntary deferrals of cash compensation hypothetically invested in the Cigna stock fund; (2) hypothetical shares of Cigna common stock credited to directors’ restricted deferred compensation accounts under the terms of the retirement plan in effect between 1997 and 2005; and (3) hypothetical shares of Cigna common stock acquired pursuant to a pre-2006 requirement that directors invest or defer a portion of their Board retainer in shares of hypothetical Cigna common stock. Although these securities are not common stock, the value of the hypothetical shares of Cigna common stock credited to a director’s deferred compensation account is tied directly to the value of Cigna common stock.

Vested Stock Options (Column (e))

Column (e) includes stock options received in the merger in exchange of stock options of Express Scripts awarded to each of Mr. DeLaney, General Granger and Dr. Roper as part of their compensation for service on the Express Scripts board of directors. All outstanding Express Scripts stock options vested and became exercisable upon the closing of the merger under the terms of the Express Scripts Holding Company 2016 Long-Term Incentive Plan.

Total Ownership Value (Column (g))

Value of vested stock options is calculated by multiplying the number of shares issuable upon exercise of the stock option by the difference between the closing price on December 31, 2018 ($189.92) and the option’s exercise price.

Advisory Approval of Executive Compensation (Proposal 2)

Our Board is committed to strong governance and recognizes that Cigna shareholders have an interest in our executive compensation policies and practices. Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act) requires that we provide our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers (NEOs). In recognition of the preference of shareholders expressed at Cigna’s 2011 annual meeting and reaffirmed at its 2017 annual meeting, the Board has held “say on pay” advisory votes on an annual basis. The next vote on the frequency of “say-on-pay” advisory votes will be held at the 2023 annual meeting of shareholders. Consistent with this practice and SEC rules, we are asking you to approve the following advisory resolution:

Resolved, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2019 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Executive Compensation Tables and accompanying narrative disclosure.

We believe that our executive compensation program design effectively aligns the interests of our executive officers with those of our shareholders by tying a significant portion of their compensation to Cigna’s performance and rewarding our executive officers for the creation of long-term shareholder value. In considering your vote, we encourage you to review the Proxy Statement Summary, the Compensation Discussion and Analysis and the Executive Compensation Tables.

This advisory vote is intended to address our overall compensation policies and practices related to the NEOs rather than any specific element of compensation. Because your vote is advisory, it will not be binding upon the Board. However, the Board and People Resources Committee value your opinion and will review and consider the voting results when making future executive compensation decisions.

The Board of Directors
unanimously recommends
that shareholders vote
FOR the advisory approval
of the Company’s executive
compensation.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes the compensation policies, programs and decisions regarding our named executive officers (NEOs) for 2018, which include our Chief Executive Officer, Chief Financial Officer, the three most highly-compensated executive officers as of the end of 2018, as well as two other executive officers whose employment with Cigna ended during the year.

The People Resources Committee (the Committee) is charged with oversight of the Company’s executive compensation policies and plans and makes all compensation decisions for our executive officers with the exception of our CEO, for whom the Committee makes recommendations to the Board of Directors.

Compensation information is described throughout this CD&A and the Executive Compensation Tables for the following executive officers:

For executive officers who were executives of Cigna prior to the consummation of the Express Scripts merger, this CD&A and the Executive Compensation Tables reflect compensation related to their service with Cigna during all of 2018. For Mr. Wentworth, who served as an executive officer of Express Scripts prior to the consummation of the Express Scripts merger, the compensation presented includes only compensation related to his service as an executive of Cigna (i.e., from December 20, 2018 through December 31, 2018), including compensation paid by Cigna in connection with his joining the Company. Due to the timing of Mr. Wentworth’s appointment as an executive officer of the Company, he did not participate in the Company’s short- or long-term incentive plans for 2018.

Compensation information for Christopher J. Hocevar, Former President, Strategy, Segments and Solutions, and Dr. Alan Muney, Former Executive Vice President, Total Health & Network and Chief Medical Officer is described in the sections titled “Employment Arrangements and Post-Termination Payments — Terms of Mr. Hocevar’s Agreement and Release,”
“—Terms of Dr. Muney’s Agreement and Release” and the Executive Compensation Tables.

This CD&A is organized as follows:

EXECUTIVE SUMMARY

Cigna’s executive compensation program is based on the philosophy that executive pay should strongly align with the interests of our shareholders, directly link to Company and individual performance and attract and retain executive talent. We believe that tying executive compensation to the achievement of our enterprise goals will result in the creation of meaningful and sustained long-term value for our shareholders. Each of the measures in our performance-based plans are designed to align with, and support, our business strategy. We focus on driving enterprise profitability and growth to support investment in innovation, customer retention and shareholder return.

The primary principles underlying our compensation philosophy are to:

Pay-for-Performance Alignment

Cigna’s compensation program is heavily weighted to award performance-based pay over fixed compensation. Our Management Incentive Plan (MIP) is a cash-based program designed to reward the achievement of annual enterprise results. Long-term performance is rewarded through annual equity-based long-term incentive (LTI) awards, including Strategic Performance Shares (SPSs), the payout of which is based upon performance over a three-year period. Our MIP and SPS plans are designed to reward our NEOs for the Company’s performance relative to pre-established enterprise goals.

For 2018, financial measures within the MIP and SPS programs, such as adjusted income from operations, ⁽¹⁾ revenue and operating expense ratio improvement, were tied to the performance of Cigna’s three business segments in place prior to the Express Scripts merger — Global Health Care, Global Supplemental Benefits and Group Disability and Life. See also Annex A.