CIGNA Corporation 8-K
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) October
25, 2006
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
1-08323
(Commission
File Number)
|
06-1059331
(IRS
Employer
Identification
No.)
|
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 communication pursuant to Rule 13e-49(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
October 25, 2006, the Board of Directors of CIGNA Corporation, upon the
recommendation of the Corporate Governance Committee, approved amendments to
the
By-Laws to adopt a majority vote standard for uncontested elections of
directors. Under Article II, Section 2 of the By-Laws, a director nominee is
elected if the number of votes cast “for” the nominee exceeds the number of
votes cast “against” the nominee. In contested elections, those in which a
shareholder has nominated a person for election to the board, the voting
standard will continue to be a plurality of votes cast.
In
conjunction with the adoption of the majority vote standard, the Board also
amended the Board Practices to require the Board to nominate for election,
and
to fill Board vacancies and new directorships, only with nominees who agree
that, after they are elected to the Board, they will tender resignations
conditioned on: (a) the failure to achieve the required vote at any future
meeting at which they face election; and (b) the Board’s acceptance of their
resignation following that election. That resignation cannot be withdrawn unless
the Board eliminates the majority voting standard. The Corporate Governance
Committee will act on an expedited basis to determine whether to accept the
resignation and will submit the recommendation for prompt consideration by
the
Board. The Board expects the Director whose resignation is under consideration
to abstain from participating in any decision regarding that
resignation.
Also,
in
connection with the adoption of the majority vote standard, the Board amended
Article II, Section 11 of the By-Laws to require stockholder nominees for
director election to notify CIGNA whether or not the nominees intend to tender
the same type of resignation required of the Board’s director nominees and
directors appointed to the Board.
The
foregoing description of the amendments to CIGNA's By-Laws is qualified in
its
entirety by reference to the full text of the by-laws, as amended, a copy which
is attached as Exhibit 3 and incorporated herein by reference.
Index
to Exhibits
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Number
|
Description
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Method
of Filing
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3
|
By-Laws
of the
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Filed
herewith.
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registrant,
as amended
|
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October
25, 2006
|
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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:
October 30, 2006
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By:
/s/ Nicole
Jones
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Nicole Jones
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Corporate Secretary and Vice
|
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President and Chief Counsel, Corporate and Financial
Law
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