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) February
23, 2010
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))
Item 5.02
Departure of Directors
or Principal Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
February 23, 2010, the People Resources Committee (“PRC”) of the Board of
Directors of CIGNA Corporation (the “Company”) approved changes to the long-term
incentive component of its executive compensation
program. Specifically, beginning with the 2010 annual grant, the
portion of an executive’s long-term incentive that was previously delivered in
Strategic Performance Units (“SPUs”) will now be delivered in Strategic
Performance Shares (“SPSs”).
Unlike
the SPU program which was generally denominated in cash, the newly adopted SPS
program will be denominated in shares of the Company’s common
stock. At the beginning of each three-year performance period,
the Company will award SPSs based upon (1) an individual executive’s long-term
incentive target multiplied by an individual performance factor (ranging from
0-200%) and (2) the stock price at the time of the award. At
the end of the three-year performance period, the PRC will assess Company
results against the goals set at the beginning of the period to determine the
number of SPSs earned and paid out. The SPSs earned and
actually issued to eligible executives will range from 0-200% of the SPSs
awarded at the beginning of the performance period, and the actual number will
depend on the degree to which the Company achieves the goals set at the time of
grant. By tying the value of the SPS payout to the Company’s share
price and performance, the SPS program further aligns management’s awards with
shareholder interests.
In
addition, the PRC approved the elimination of excise tax gross-up provisions
that executive officers had been eligible to receive with respect to payments in
connection with a change of control.
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: March
1, 2010
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By:
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/s/
Nicole S. Jones
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Nicole
S. Jones
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Deputy
General Counsel and
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Corporate
Secretary
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