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)
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1-08323
(Commission
File Number)
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06-1059331
(IRS
Employer Identification No.)
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Two
Liberty Place, 1601 Chestnut Street
Philadelphia, Pennsylvania
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19192
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(Address
of principal executive offices)
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(Zip
Code)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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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.
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.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
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Description of Exhibit
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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.
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CIGNA
CORPORATION
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Date: June 24,
2009
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By:
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/s/ Carol Ann
Petren
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Name:
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Carol
Ann Petren
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Title:
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Executive
Vice President and General Counsel
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Exhibit
Number
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Description of Exhibit
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