Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.   )

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Filed by a Party other than the Registrant  ☐

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March 18, 2022

900 Cottage Grove Road

Bloomfield, Connecticut 06002

2021 was a strong year for our company, and we are extremely proud of our Cigna team who, with great resolve and commitment, delivered on Cigna’s mission to improve the health, well-being, and peace of mind of those we serve. As we all navigated a full second year of the COVID-19 pandemic, our team hosted vaccination clinics, supported access to testing and treatment, and volunteered at mass walk-in sites as part of our Community of Immunity program. At the same time, we delivered strong overall 2021 results, as we continued to innovate and advance our work to make healthcare more affordable, predictable, and simple.

Cigna delivered on our overall financial goals for fiscal year 2021:

We also sharpened our focus on our global health services portfolio and announced the sale of our life, accident, and supplemental benefits businesses in seven international markets to Chubb. Subject to applicable regulatory approvals and customary closing conditions, we expect to complete this transaction in the second quarter of 2022.

Looking ahead, 2022 will be another year of attractive growth for our company, reinforcing the strength of our businesses.

We made meaningful progress on our strategy through our powerful combination of growth platforms: Evernorth and Cigna Healthcare.

Our health services business successfully marked its first full-year of operations under the Evernorth brand and grew adjusted revenue by 14% in 2021. Evernorth brings together pharmacy, care, benefits and intelligence services, along with deep expertise and the flexibility to partner across the health care system. This platform is well-positioned to take advantage of the rapidly changing healthcare landscape. For example, Evernorth will continue to grow from the significant demand for more mental health services, as well as rapidly changing access to care models. Evernorth is continuing to expand virtual care services leveraging MDLIVE, a telehealth acquisition made early in 2021, and through expansion of our behavioral care networks. Today, we offer virtual care options for behavioral health, and also for primary care and wellness, urgent, and dermatology services.

In our Cigna Healthcare portfolio, including our U.S. Commercial, U.S. Government, and International Health businesses, in total we delivered attractive growth and ended the year with 17.1 million total medical customers. Overall, Cigna Healthcare supported and delivered for our customers, clients, and partners through a challenging year, and is well-positioned to both grow membership and focus on margin expansion in 2022. Additionally, Cigna Healthcare will partner and leverage our Evernorth innovations. For example, we’re continuing to expand digital experiences that help engage customers and create better health outcomes, improved customer experience and lower total cost of care. A recent approach we developed for patients diagnosed with orthopedic and musculoskeletal conditions provides highly personalized and actionable information to guide their choices and support improved health outcomes and affordability.

We made significant advancements on ESG areas of focus that are important to us as a company and to our stakeholders, and align with our mission. With the leadership of our Diversity, Equity, and Inclusion (DEI) Council, we built on our longstanding efforts to promote health equity in at-risk populations through increased community grants, partnerships, and other efforts. Our new publicly available Diversity Scorecard tangibly reflects our commitment to DEI, and how we are holding ourselves accountable for progress.

We are proud to remain a leader in corporate sustainability, and our efforts have been recognized by a number of prominent organizations, including the Dow Jones Sustainability Indices for a fifth consecutive year.

This year, we also focused on refreshing our Board to ensure we have the skills necessary to help the company continue to grow and thrive long-term. We were pleased to add George Kurian, CEO of NetApp, Inc. and Neesha Hathi, Chief Digital Officer of The Charles Schwab Corporation to complement the diversity of experience on our Board. Both George and Neesha bring strong customer engagement experience and business leadership that will serve us well. We would also like to take this opportunity to again thank Isaiah “Ike” Harris, Jr., who retired from the Board at the end of the year. During his tenure, we benefited from Ike’s many contributions and counsel, and share his optimism for our future. With Ike’s retirement, Eric Wiseman was appointed to Lead Independent Director, and looks forward to continuing to serve and deliver on our mission.

On behalf of the Cigna Corporation Board of Directors, we invite you to attend our 2022 Annual Meeting of Shareholders, to be held April 27, 2022. The attached Notice of 2022 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted at the Annual Meeting.

We look forward to continuing to serve our customers, patients, and clients, and delivering attractive value creation and sustained growth in the years ahead. On behalf of our more than 70,000 employees around the world, and the entire Board, we thank you for your support and investment in Cigna.

Sincerely,

 

 

The Board of Directors has fixed March 8, 2022 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. A list of these shareholders will be open for examination by any shareholder electronically during the 2022 Annual Meeting at www.virtualshareholdermeeting.com/CI2022 when you enter your 16-digit control number.

Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the internet, or, if you received a proxy card or instruction form, by completing, dating, signing and returning it by mail.

 

 

 

 

 

The Corporate Governance Committee assesses the Board’s composition as part of the annual self-evaluation of the Board (described in the “Corporate Governance Policies and Practices – Board Evaluations and Board Effectiveness” of this Proxy Statement). 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 individual directors’ performance against the expectations for Board membership, as well as how the directors’ skills and experiences support the Company’s mission, values and strategy and the Board’s needs.

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, directors must receive more votes cast in favor of his or her election than against in order to be elected to the Board. Each director has agreed to tender, and not withdraw, a resignation if such director 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 the 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.

Ms. Neesha Hathi joined the Board effective September 1, 2021. Ms. Hathi’s appointment was the result of the Board’s ongoing refreshment work. When considering Ms. Hathi’s appointment, the Board considered, among other factors, her consumer-oriented focus and her deep understanding of technology design and implementation to create a better user experience and more productive business relationships. Ms. Hathi also further enhances the Board’s diversity, which is of high importance to the Board.

Mr. Isaiah Harris, Jr. retired from the Board effective December 31, 2021. Effective January 1, 2022, Mr. David M. Cordani, the President and Chief Executive Officer of the Company, assumed the role of Chair of the Board and Mr. Eric C. Wiseman became the Board’s Lead Independent Director. See “Corporate Governance Policies and Practices – Board Leadership Structure.”

Mr. John Partridge is not nominated for reelection and will retire effective as of the Annual Meeting on April 27, 2022. His retirement is consistent with the Board’s retirement age guideline and aligns with the Board’s ongoing refreshment plans. Mr. Foss will succeed Mr. Partridge as chair of the Finance Committee. Immediately following the Annual Meeting, the size of the Board will be reduced from twelve to eleven directors.

The Board remains committed to diversity at the Board level, and 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, race, ethnicity, gender and global experience and a range of tenures. Several board leadership positions are held by diverse directors and more than half of our independent director nominees are diverse. Among our director nominees, four are women and three are racially or ethnically diverse individuals (meaning, an individual who self-identifies as Black/African American, Hispanic or Latinx, Asian, Pacific Islander, American Indian/Alaskan, or as two races or more). Our directors also have diverse backgrounds, with experience gained in corporate, academic, government, public policy and military settings. The Corporate Governance Guidelines require the Corporate Governance Committee, and any search firm it engages, to include women and racially and ethnically diverse candidates in the pool from which the Committee selects director candidates. In addition, the Committee also considers directors with a range of backgrounds and experiences, consistent with our refreshment planning. The following graphics represent the diversity of our independent director nominees:

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.

Upon the recommendation of the Corporate Governance Committee, the Board is nominating the eleven 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 by the nominees 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.

Cigna is committed to ensuring strong corporate governance practices that protect the best interests 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 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 Corporate Governance Guidelines (the Guidelines) 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 the Guidelines, and the committees review their respective charters, 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/company-profile/corporate-governance/ and are available to any shareholder who requests a copy.⁽¹⁾

The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. We engage with shareholders on issues related to corporate governance, executive compensation, corporate responsibility, Company performance and other areas of focus for shareholders. Our engagement with shareholders helps us better understand our shareholders’ priorities and perspectives. We take insights from this feedback into consideration and share them with our Board as we review and evolve our practices and disclosures.

Our engagement with shareholders have also influenced our policies and practices. In 2021, following engagement with our shareholders, we enhanced our disclosure practices by mapping our disclosures to the Sustainability Accountability Standards Board (SASB) Standards and published our 2020 Employee Information Report (EEO-1) report on our website at https://www.cigna.com/static/www-cigna-com/docs/about-us/corporate-responsibility/equal-employment-opportunity.pdf. In addition, we have implemented several governance enhancements in recent years that shareholders have expressed support for in our engagement discussions, including, for example, our adoption of a policy to ensure a diverse candidate pool for all director searches, which requires that the Corporate Governance Committee and any search firm it engages include women and racially and ethnically diverse candidates in the pool from which the Committee selects director candidates, the adoption of our proxy access and shareholder right to call a special meeting bylaws, and the elimination of supermajority voting provisions in our governing documents.

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.