-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EEWdGrIgUhsGsSJJ6YUm8bMzzRdnSzjaTHAU0hJVDnb001vM2yapxEReGbxHj2lF feGoCHULq10Rw/Xf7E/Z0A== 0000950159-09-001541.txt : 20090624 0000950159-09-001541.hdr.sgml : 20090624 20090624170025 ACCESSION NUMBER: 0000950159-09-001541 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090618 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090624 DATE AS OF CHANGE: 20090624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIGNA CORP CENTRAL INDEX KEY: 0000701221 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 061059331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08323 FILM NUMBER: 09907852 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLACE STREET 2: 1601 CHESTNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19192-1550 BUSINESS PHONE: 2157611000 MAIL ADDRESS: STREET 1: TWO LIBERTY PLACE 48TH FLOOR STREET 2: 1601 CHESTNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19192 8-K 1 cigna8k.htm CIGNA CORPORATION FORM 8-K cigna8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  June 18, 2009



CIGNA Corporation
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of incorporation)
1-08323
(Commission File Number)
06-1059331
(IRS Employer Identification No.)

Two Liberty Place, 1601 Chestnut 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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
                                                  
                                                  

                                                  
                                                  



Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On June 24, 2009, CIGNA Corporation (the “Company”) issued a press release announcing that: (1) H. Edward Hanway, the Company’s Chairman and Chief Executive Officer, plans to retire from the Company and the Company’s Board of Directors (the “Board”), effective December 31, 2009; and (2) the Board has appointed David M. Cordani, currently the Company’s President and Chief Operating Officer, to succeed Mr. Hanway as Chief Executive Officer, effective January 1, 2010. Mr. Cordani will continue to serve as President of the Company.
 
All of the events described above occurred at a meeting held on June 18, 2009.
 
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

ITEM 8.01
Other Events.

In addition to the foregoing, the press release announced that: (1) after consideration by the Corporate Governance Committee of the Board’s leadership structure, the Board has determined that the positions of Chairman and Chief Executive Officer of the Company will be separated as of January 1, 2010; and (2) Isaiah Harris, Jr., one of the Company’s current independent directors, has been elected by the independent directors of the Company to serve as non-executive Chairman of the Board, effective January 1, 2010 and to serve as non-executive Vice Chairman of the Board starting July 1, 2009 until he assumes the role of Chairman.

ITEM 9.01.
Financial Statements and Exhibits.
   
(d)       
Exhibits
   
Exhibit
Number
Description of Exhibit
   

 
2

 
 
 
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:  June 24, 2009
By:
 /s/ Carol Ann Petren
 
Name:
Carol Ann Petren
 
Title:
Executive Vice President and General Counsel
 


3


                                                                                 
 
EXHIBIT INDEX

Exhibit
Number
Description of Exhibit
   

 
 
 
 
4
 

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
Exhibit 99.1
News Release
 
 
FOR IMMEDIATE RELEASE

CONTACT:
Ted Detrick, Investor Relations, 215.761.1414
Edwin.detrick@cigna.com
Chris Curran, Media Relations, 503.253.2219
Christopher.curran@cigna.com


H. EDWARD HANWAY PLANS TO RETIRE AS CEO OF CIGNA AT END OF 2009; DAVID M. CORDANI NAMED AS SUCCESSOR; COMPANY TO SEPARATE ROLES OF CEO AND CHAIR

Philadelphia, June 24, 2009 - CIGNA Corporation announced today that its chairman and chief executive officer, H. Edward Hanway, 57, will retire from his posts effective December 31, 2009 after serving for ten years in those roles.  David M. Cordani, 43, the current president and chief operating officer of the company, was named by the board to succeed Hanway as chief executive officer effective January 1, 2010 following a six-month transition period.  This appointment represents the culmination of a disciplined and comprehensive succession process led by the company’s board of directors that commenced over a year ago.

The company also announced that, after consideration by the board’s corporate governance committee, it will separate the roles of chairman and chief executive officer in furtherance of CIGNA’s commitment to the principles of corporate governance best practices.  Isaiah “Ike” Harris, Jr., an independent director of the company, will assume the role of non-executive chairman effective January 1, 2010.  Beginning on July 1, 2009, Harris will serve as the vice chair of the board and will work closely with Hanway to ensure a smooth transition of board leadership responsibilities.

“During my tenure at CIGNA, our company has evolved to meet the changing needs of our customers, and I am extremely confident that we are on course to continue our track record of success,” said Hanway.  “I am honored to have had the opportunity to lead and serve alongside such a talented, dedicated, diverse and innovative group of individuals throughout my career.  Therefore, it is with pride and confidence that we prepare to transition leadership of the company into the capable hands of the next generation.”

“Ed Hanway has been a tremendous leader for our organization,” said Harris.  “During his 31-year career, he has instilled within the company his deep commitment and respect for our shareholders, our customers, and our employees, as well as for the integrity and values that make CIGNA a leader in the industry.  Under Ed’s strategic leadership, the company has transformed from a multi-line insurer to a leading health service company that is committed to improving the health, well-being and sense of security of the people it serves around the world.”

Cordani has served as president and chief operating officer of the company since June 2008, with strategic and operational responsibility for CIGNA's healthcare, group insurance and international businesses. Cordani joined CIGNA in 1991 and prior to his appointment as president of CIGNA HealthCare in 2005, served as president of Health Segments for CIGNA HealthCare and as senior vice president and chief financial officer of CIGNA HealthCare.  He also served as controller for CIGNA Corporation, and as president of CIGNA HealthCare's southeast region.  Prior to joining the company, Cordani was with a predecessor firm of PricewaterhouseCoopers.  Cordani serves on boards of directors for the National Association of Manufacturers, the Connecticut Business and Industry Association, and the CIGNA Foundation. He holds a bachelor’s degree in science from Texas A&M University and graduated with a master’s degree in business administration (MBA) from the University of Hartford.  Cordani also is a chartered financial consultant and a certified public accountant.
 
 
 
 

 
 
 
“David has established himself as a highly qualified professional who is ideally suited to lead the company for many years,” said Hanway.  “David’s passion for our customers and for enhancing the health and productivity of the individuals we serve embodies all that we value and stand for as an organization.  I am confident that David will serve our shareholders, customers and employees well in his new role.”

Harris, 56, has been a director of the company since 2005. He held numerous executive positions with oversight responsibilities for various business, finance and operational functions at BellSouth (now part of AT&T) until 2007, including as president and chief executive officer of BellSouth Advertising and Publishing Group and as chief financial officer of BellSouth Telecommunications, Inc.  Harris previously served as vice president and corporate controller of Supervalu, Inc. and also spent 13 years with KPMG as a certified public accountant. Harris is currently a director of Deluxe Corporation and an independent trustee of Wells Fargo Advantage Funds.  “Ike is a valued member of our board who has demonstrated a balance of experience and wisdom that has earned him the respect of the company’s directors and management team,” said Hanway.  “Ike also has a proven track record as a leader and a deep sense of commitment to our company’s shareholders which all combine to make him a very effective director.”

Hanway was named chairman and chief executive officer of CIGNA in 2000. Prior to that, he served the company as president and chief operating officer and held a number of management and executive roles of increasing responsibility with CIGNA and its predecessor company.  Hanway serves in a leadership capacity at America's Health Insurance Plans, a health insurance industry trade association made up of nearly 1,300 member health insurance providers who cover more than 200 million Americans, and is also on the board of directors of the Alliance for Health Reform. He is an outspoken advocate at the national level for greater transparency regarding health care quality and cost information available to consumers and a strong proponent of national quality standards for health care providers. He is recognized as a leader in the effort to improve the quality, accessibility and affordability of health care in the United States.  Through the years, Hanway has been active in a wide range of issues and initiatives associated with health, education and international business.
 

 
 


 

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