cigna8k.htm

0000950159-12-000674.txt : 20121212 0000950159-12-000674.hdr.sgml : 20121212 20121212163539 ACCESSION NUMBER: 0000950159-12-000674 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121206 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20121212 DATE AS OF CHANGE: 20121212 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: 121259532 BUSINESS ADDRESS: STREET 1: 900 COTTAGE GROVE ROAD CITY: BLOOMFIELD STATE: CT ZIP: 06002 BUSINESS PHONE: 8602266000 MAIL ADDRESS: STREET 1: 900 COTTAGE GROVE ROAD CITY: BLOOMFIELD STATE: CT ZIP: 06002 FORMER COMPANY: FORMER CONFORMED NAME: Cigna Corp DATE OF NAME CHANGE: 20111019 FORMER COMPANY: FORMER CONFORMED NAME: CIGNA CORP DATE OF NAME CHANGE: 19920703 8-K 1 cigna8k.htm CIGNA CORPORATION FORM 8-K cigna8k.htm

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) December 6, 2012

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.)

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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 6, 2012, the Board of Directors of Cigna Corporation, upon the recommendation of the Corporate Governance Committee of the Board, approved an amendment to Article III, Section 2 of Cigna’s By-Laws that provides for the phased elimination of the classified board structure. Under the amendment, directors whose terms expire will stand for election for one-year terms beginning at the 2016 annual meeting of shareholders. Directors who have been elected to three-year terms prior to this meeting will complete those terms.

The amendment to the By-Laws took effect on the same day as Board approval. This description of the amendment is qualified in its entirety by reference to the full text of the amendment, attached as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

At Cigna’s 2012 annual meeting of shareholders, shareholders had the opportunity to vote on a management proposal regarding declassification. The Board was interested in shareholders’ views regarding the proposal, and encouraged shareholders to vote as they believed appropriate but made no recommendation that shareholders vote either for or against the proposal. While the proposal failed to meet the 80% affirmative vote threshold required for implementation, a substantial majority of shareholders who did cast a ballot voted in favor of the proposal.

The Board considered the voting results, benchmarking data within the proxy peer group that showed the majority do not have a classified board and the growing trend of declassification. Based on these and other factors, the Board determined that it was advisable to approve the amendment to the By-Laws to declassify. The Board also considered factors that weighed against declassification including: (1) the lack of clear evidence that declassification supports shareholder value creation; and (2) the fluidity of the healthcare market and industry over the next few years, in large part due to the implementation of a number of key provisions of the Patient Protection Affordable Care Act in 2014. Based upon these factors, the Board determined that it is in the best interests of its shareholders to declassify in a measured way and therefore approved declassification beginning in 2016.

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: December 12, 2012	By:	/s/ Nicole S. Jones
		Nicole S. Jones
		Executive Vice President
		and General Counsel

Index to Exhibits

Exhibit Number	Description	Method of Filing

3.1	Amendment, dated December 6, 2012, to the By-Laws of the registrant.	Filed herewith.

EX-3.1 2 exhibit3-1.htm EXHIBIT 3.1 exhibit3-1.htm

Exhibit 3.1

Bylaw Amendment

(Declassify starting in 2016)

SECTION 2. Number, Qualifications, Election and Term of Office. The Board of Directors shall consist of not less than 8 nor more than 16 directors. The number of directors may be fixed, from time to time, by the affirmative vote of a majority of the entire Board of Directors. Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of shareholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies. Directors need not be shareholders. The directors (other than members of the initial Board of Directors) shall be divided into three classes which shall be divided as evenly as practicable with respect to the number of members of each class; the term of office of those of the first class to expire at the annual meeting commencing in April, 1983; of the second class one year thereafter; of the third class two years thereafter; and at each annual election held after such classification and election, directors shall be chosen by class for a term of three years, or for such shorter term as the shareholders may specify to complete the unexpired term of a predecessor, or to preserve the division of the directors into classes as provided herein. The directors whose terms expire at the 2016 annual meeting of shareholders (or such directors’ successors) shall be elected to hold office for a one-year term expiring at the 2017 annual meeting of shareholders; the directors whose terms expire at the 2017 annual meeting of shareholders (or such directors’ successors) shall be elected to hold office for a one-year term expiring at the 2018 annual meeting of shareholders; and the directors whose terms expire at the 2018 annual meeting of shareholders (or such directors’ successors) shall be elected to hold office for a one-year term expiring at the next annual meeting of shareholders. Thereafter, the classification of the Board of Directors shall cease and all directors shall be elected to hold office for one-year terms expiring at the next annual meeting of shareholders. Each director shall hold office until his or her successor shall have been elected and qualified, or until death, or until such director shall have resigned, or shall have been removed, as hereinafter provided in these By-Laws.