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, 2013
Cigna Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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1-08323
(Commission File Number)
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06-1059331
(IRS Employer
Identification No.)
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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))
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Submission of Matters to a Vote of Security Holders.
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Cigna Corporation (“Cigna”) held its Annual Meeting of Shareholders on April 24, 2013. At the Annual Meeting, Cigna shareholders (1) elected each of the nominees listed below to the Board of Directors for a term expiring in 2016; (2) ratified the appointment of PricewaterhouseCoopers LLP as Cigna’s independent registered public accounting firm for 2013; (3) approved an advisory resolution on executive compensation; (4) approved an amendment to Cigna's Long-Term Incentive Plan; and (5) did not approve a shareholder proposal on lobbying disclosure.
There were 246,423,423 shares of Cigna's common stock - 86% of the total shares eligible to vote - represented either in person or by proxy at the Annual Meeting.
Set forth below are the voting results for each proposal.
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Proposal 1: Election of directors – to elect four directors for terms expiring in 2016.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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Nominees
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David M. Cordani
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225,613,390
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6,499,686
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579,809
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13,730,538
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Isaiah Harris, Jr.
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225,022,697
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7,067,328
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602,860
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13,730,538
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Jane E. Henney, M.D.
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224,478,038
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7,625,094
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589,753
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13,730,538
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Donna F. Zarcone
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225,596,068
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6,496,635
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600,182
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13,730,538
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Shareholders elected the nominees with approximately 97% of the votes cast in favor.
Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as Cigna’s independent registered public accounting firm for 2013.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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244,031,526
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1,847,197
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544,700
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0
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Shareholders approved the ratification of PricewaterhouseCoopers LLP’s appointment with 99% of the votes cast in favor.
Proposal 3: Approval of an advisory resolution on executive compensation.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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224,680,342
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7,112,200
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900,343
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13,730,538
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Shareholders approved the advisory resolution on Cigna’s executive compensation with 97% of the votes cast in favor.
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Proposal 4: Approval of an amendment to the Cigna Long-Term Incentive Plan.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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224,219,343
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7,664,877
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808,665
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13,730,538
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Shareholders approved the amendment with 96% of the votes cast in favor.
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Proposal 5: Approval of a shareholder proposal on lobbying disclosure.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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14,358,908
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166,624,643
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51,709,334
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13,730,538
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Shareholders did not approve the proposal on lobbying disclosure with 6% of the votes cast in favor.