CIGNA CORPORATION | Shareholder Right to Act by Written Consent at CIGNA CORPORATION

Status
Filed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
CI
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any discrimination or restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Cigna shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for Cigna shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting – yet Cigna made the threshold 25% of shareholders and then discriminated against Cigna shareholders who owned their stock for less than one continuous year by banishing them from this important shareholder right. This proposal topic won outstanding 63% Cigna shareholder support at an earlier Cigna annual meeting without any special effort by the proponent and against the headwind of opposition from Cigna. And Cigna participated in the final wording of this proposal. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when Cigna underperforms. Now could be a ripe time for this proposal since Cigna stock was at $340 in 2022 and at only $279 in late 2025 despite a robust stock market. Plus there are challenging news reports regarding Cigna. A federal court allowed a class-action lawsuit to proceed against Cigna charging that Cigna used the algorithm PxDx to automatically deny claims without review by a medical professional. The court found that Cigna's interpretation of plan terms was an "abuse of discretion." Several medical associations, including the California Medical Association, criticized a new Cigna policy, “Evaluation and Management Coding Accuracy,” that would have allowed Cigna to automatically downgrade and reduce payment for certain medical claims. The California Medical Association warned that the policy created administrative burdens. Cigna was sued for allegedly sharing patient medical information through the use of website tracking tools. Cigna continued to face pressure from persistently high medical costs, particularly for specialty injectable drugs and behavioral health services. In its Q2 earnings call, Cigna said that it expects elevated cost trends to continue through 2025 and 2026. Cigna claims this applies to other companies too. A 2025 Seeking Alpha article noted that Cigna's second-quarter weaknesses made the market nervous but overall Cigna remains healthy. Please vote yes: Shareholder Right to Act by Written Consent – Proposal 4

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