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) May 21,
2009
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
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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
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:
[
] 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))
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ITEM
5.02.
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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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CIGNA
Corporation announced that it has (1) entered into a separation agreement with
Michael W. Bell pursuant to which Mr. Bell will resign as Executive Vice
President and Chief Financial Officer of the Company, effective May 26, 2009 and
(2) appointed Annmarie Hagan as the Company’s Executive Vice President and Chief
Financial Officer, effective May 26, 2009. A copy of the press
release announcing Mr. Bell’s resignation and Ms. Hagan’s appointment is
attached hereto as Exhibit 99.1 and is incorporated by
reference. There was no disagreement or dispute with the Company
surrounding Mr. Bell’s resignation.
Mr.
Bell’s agreement sets forth non-competition and non-solicitation covenants by
Mr. Bell and various other commitments, covenants and waivers. The
agreement further confirms Mr. Bell’s rights to previously earned or vested
benefits, valued at approximately $6.8 million, principally consisting of
accrued benefits under qualified and supplemental pension and deferred
compensation plans in which Mr. Bell participates. In addition, the
agreement provides for additional benefits consisting of the payment of one
year’s salary, pro-rata payouts based on service through the date of termination
under annual and long-term incentive arrangements and miscellaneous insurance
and outplacement benefits that (based upon the methodology used in the Company’s
2009 proxy statement) collectively are valued at approximately $3.6
million. A copy of Mr. Bell’s separation agreement is attached hereto
as Exhibit 10.1, and the description of that agreement contained herein is
qualified in its entirety by reference to the attached document.
In
connection with Ms. Hagan’s appointment, Ms. Hagan will receive an annual base
salary of $475,000, her annual Management Incentive Plan target for the 2009
performance year will be $400,000 and her long term incentive targets will be
approximately $2.3 million. Ms. Hagan was granted the following
transitional strategic performance units under the long term
incentive plan: (a) 2,492 units for the 2007-2009 performance period;
(b) 6,765 units for the 2008-2010 performance period; and (c) 8,831 units for
the 2009-2011 performance period.
As of the
date hereof, the Company has not named a Chief Accounting Officer or Controller
for the Company to fill the roles held by Ms. Hagan.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits.
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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:
May 26, 2009
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By:
/s/ Nicole S.
Jones
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Nicole
S. Jones
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Vice
President and
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Deputy
General Counsel
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