UNITED
STATES
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) February
24, 2005
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation) |
1-8323
(Commission
File Number) |
06-1059331
(IRS
Employer
Identification
No.) |
One
Liberty Place, 1650 Market Street
Philadelphia,
Pennsylvania 19192
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(215)
761-1000
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 communication pursuant to Rule 13e-49(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
February 24, 2005, the People Resources Committee (the “Committee”) of the Board
of Directors of CIGNA Corporation took the following actions with respect to the
compensation of CIGNA's named executive officers:
|
Name
and Principal Position |
|
|
2005
Salary1($) |
|
|
2004
Bonus($) |
|
|
2005 Option
Grant2(#)
|
|
2002-2004
LTIP
Payout3($) |
|
|
2005-2007
LTIP
Units4(#) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H.
Edward Hanway |
|
|
1,080,000 |
|
|
2,600,000 |
|
|
136,430 |
|
|
7,980,000 |
|
|
75,000 |
|
Chairman and Chief Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
W. Bell |
|
|
555,000 |
|
|
800,000 |
|
|
36,365 |
|
|
1,773,555 |
|
|
20,000 |
|
Executive Vice President & Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Judith
E. Soltz |
|
|
500,000 |
|
|
600,000 |
|
|
18,185 |
|
|
931,000 |
|
|
10,000 |
|
Executive Vice President and General Counsel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
H. Wolf |
|
|
480,000 |
|
|
540,000 |
|
|
11,515 |
|
|
842,555 |
|
|
6,335 |
|
President, CIGNA Group Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terry
Kendall |
|
|
510,000 |
|
|
480,000 |
|
|
10,305 |
|
|
754,110 |
|
|
5,670 |
|
President, CIGNA International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_______________________
(1) New base
salary amounts that take effect on July 4, 2005.
(2) Options
have a ten year term and generally become exercisable in three equal annual
installments beginning on the first anniversary of their grant date. The
exercise price per share of the options is $89.42, the fair market value of
CIGNA's stock on the grant date.
(3) Estimated
amounts. Actual payouts to be finally determined by the Committee in April 2005
using audited financials of competitor group. The value of the long-term
incentive payouts will be based on CIGNA’s return on equity (ROE) in each of
those years compared to the ROE of a defined group of competitors.
(4) For SPU
awards made for the 2005-2007 performance period, the Committee selected
three-year annualized total shareholder return weighted equally with a
cumulative adjusted income or adjusted revenue measure as the performance
metrics. The Committee sets performance metrics, payout formulas and a target
value for the SPUs when they are awarded. The target value for these awards is
$75 per unit, and is to be paid if CIGNA’s performance on the metrics is in the
median range compared to a defined group of health care competitors. The final
dollar value of each unit may be from zero to $200. The Committee has discretion
to reduce the dollar value of each unit to any amount, including zero.
The
Committee also selected income from continuing operations before realized
investment gains/losses and special items for the three ongoing business
segments (HealthCare, Disability and Life and International) and adjusted
revenues from the ongoing business segments as the performance metrics to
determine the 2005 annual bonus awards for executive officers under the
Executive Incentive Plan.
SIGNATURES
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:
March 2, 2005 |
By:
/s/
Carol J. Ward |
|
|
Carol
J. Ward |
| |
Corporate
Secretary |
| |
|
| |
|