Filed by John Chevedden. Shareholders ask our Board of Directors to remove the current provision that considers the voice of certain Cigna shareholders as non-shareholders.
Currently all shares not held for one continuous year are considered non shareholders if they seek to call for a special shareholder meeting on an
important matter.
The current one-year exclusion for all shares held for less than one continuous year makes the current so-called shareholder right to call for a special
shareholder meeting useless. There is no point to have useless right on the books of Cigna.
The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly
acquire Cigna shares to equal the challenging 25% share ownership requirement of all shares outstanding to call for a special shareholder meeting
when there is an urgent matter to consider in order to incentivize a turnaround of Cigna.
The best strategies for turning around a company do not necessarily come from a company's existing shareholders.
If Cigna is in an emergency situation, Cigna shareholders and potential Cigna shareholders will not even consider acquiring more shares in order to
call for a special shareholder meeting, if they have wait one-year to call for a special shareholder meeting. A one-year holding period makes no sense.
An emergency demands an immediate response.
The fact that one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting is an incentive for
Cigna Directors to avoid such an emergency situation in the first place since the continued service of certain Cigna Directors could be terminated by a
special shareholder meeting. This is a good incentive for the Cigna Directors to have for the benefit of all shareholders.