Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Retirement of Isaiah Harris, Jr.
On July 26, 2021, Isaiah Harris, Jr., the current Chair of the Board of
Directors (the "Board") of Cigna Corporation ("Cigna" or the "Company"),
informed the Board that he intends to retire at the end of the year. Mr.
Harris's retirement is not a result of any disagreement with the Company.
Appointment of Neesha Hathi
On July 28, 2021, the Board appointed Neesha Hathi as an independent member of
the Board, such appointment to be effective as of September 1, 2021. Ms. Hathi
will serve on the Audit and Finance Committees.
Ms. Hathi will receive compensation for her service on the Board pursuant to
Cigna's non-employee director compensation program as in effect from time to
time during her service on the Board. The terms of Cigna's non-employee director
compensation program are described in Cigna's Definitive Proxy Statement on
Schedule 14A for the 2021 annual meeting of shareholders, filed with the U.S.
Securities and Exchange Commission (the "SEC") on March 19, 2021, and a copy of
the non-employee director compensation program has been filed as Exhibit 10.17
to Cigna's Annual Report on Form 10-K for the year ended December 31, 2020
("2020 Form 10-K").
There is no arrangement or understanding between Ms. Hathi and any other person
pursuant to which she was selected as a director. Ms. Hathi has no direct or
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act
of 1934, as amended.
Item 8.01 Other Events
On July 30, 2021, the Company issued a press release announcing Mr. Harris's
retirement and that, effective January 1, 2022, David M. Cordani, the President
and Chief Executive Officer of the Company, will assume the role of Chair of the
Board and Eric C. Wiseman will become the Board's Lead Independent Director, in
each case for a three-year term (subject to the re-election of each of Mr.
Cordani and Mr. Wiseman to the Board during such period).
Mr. Cordani has been President and Chief Executive Officer of the Company since
2008 and has been a member of the Board since 2009. Mr. Wiseman has been a
member of the Board since 2007 and has served as Chair of the People Resources
Committee since 2019.
The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release, dated July 30, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL).
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