Current Report Filing (8-k)
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2020-10-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 26, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
900 Cottage Grove Road
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(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))
Securities registered pursuant to Section 12(b) of the Act:
Name of each
exchange on which registered
Common Stock, Par Value $0.01
New York Stock Exchange, Inc.
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company
an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
||Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
October 28, 2020, Roman Martinez IV and William Roper informed the
Board of Directors of Cigna Corporation (“Cigna” or the “Company”)
of their decision to retire, effective December 31, 2020 and April
28, 2021, respectively. The retirements of Mr. Martinez and Dr.
Roper are consistent with the
Board’s retirement age guideline and align with the Board’s ongoing
refreshment plans. Neither retirement is the result of any
disagreement with the Company.
Mr. Martinez will be
succeeded by Kimberly Ross as chair of the Audit Committee. Dr.
Roper will be succeeded by General Elder Granger as chair of the
Cigna Executive Severance Benefits Plan
October 26, 2020, the People Resources Committee of the Board of
Directors approved the adoption of an amended and restated Cigna
Executive Severance Benefits Plan (the “Amended and Restated
Plan”), which was also approved by the Board of Directors on
October 28, 2020 as those terms relate to the Chief Executive
prior plan was amended and restated in connection with the
continued integration of Cigna and Express Scripts, to enhance the
Company’s ability to recruit and retain executive talent and to
align with prevailing practices. The prior executive severance
benefits plan only applied to terminations that occurred following
a change of control. The Amended and Restated Plan continues to
provide for those benefits and also provides for severance benefits
to be paid to executives if their employment is involuntarily
terminated by Cigna outside of the context of a change of control.
The Amended and Restated Plan will take effect on December 21,
2020, which marks the end of the current change of control period
under both the Cigna and Express Scripts severance plans.
Material changes reflected in the Amended and Restated Plan are
described below. There were no changes to the change of control
severance benefits for executive officers described in the
Company’s proxy statement filed on March 13, 2020, except as set
forth in this Form 8-K.
termination without cause – non-change of control. Upon a
termination of employment without cause (not including by reason of
death or disability) that is not a change of control termination,
the Chief Executive Officer would receive base pay for 104 weeks
plus 200% of his current performance-based annual incentive target.
Each other executive officer would receive base pay for 78 weeks
plus 150% of his or her current performance-based annual incentive
covenant enforcement and release of claims. Receipt of any
payments or benefits under the Amended and Restated Plan requires
that the executive comply with any nondisclosure, non-competition,
non-solicitation and cooperation agreements entered into with the
Company and execute a separation and release of claims agreement.
If an executive fails to comply with any terms of the plan,
including the aforementioned restrictive covenants, the Company may
require repayment of any benefits received by the executive and any
payments or benefits not yet received will be
applicable for covered terminations. Upon any covered
termination of employment, each executive officer will receive a
payment equal to his or her individual pro-rated annual incentive
target and, if the separation date occurs before the payment of the
annual incentive for the preceding year, an amount equal to his or
her annual incentive target. The Company will also pay a COBRA
subsidy equal to the cost of the Company’s contributions for active
medical coverage for up to 18 months.
revised to align with market practice. The definitions of
“cause”, “change of control” and “good reason” (which applies only
in a change of control termination) have been revised to align with
market and prevailing practices.
of the Amended and Restated Plan is attached to this Form 8-K as
Exhibit 10.1 and incorporated by reference herein. The
description of the Amended and Restated Plan contained in this Form
8-K is qualified in its entirety by reference to the attached
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.
/s/ Nicole S. Jones
Vice President and