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Cigna Group (NYSE: CI) holders back board, reject consent proposal

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Cigna Group reported the results of its 2026 annual shareholder meeting, where 237,225,441 shares were represented out of 263,660,761 entitled to vote, a participation rate of 89.97%.

Shareholders elected all 12 director nominees and gave advisory approval to executive compensation with 201,746,941 votes for and 17,359,954 against, with 513,936 abstentions. They ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 216,061,458 votes for and 21,030,077 against. A shareholder proposal to allow action by written consent did not pass, receiving 104,982,574 votes for and 114,173,793 against.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 237,225,441 shares At annual meeting out of 263,660,761 entitled; 89.97% participation
Say-on-pay support 201,746,941 votes for Advisory approval of executive compensation; 17,359,954 against, 513,936 abstentions
Auditor ratification support 216,061,458 votes for Ratification of PwC as independent registered public accounting firm; 21,030,077 against
Written consent proposal votes 104,982,574 for vs. 114,173,793 against Shareholder proposal on right to act by written consent did not pass
Shares entitled to vote 263,660,761 shares Outstanding and entitled to vote at the 2026 annual meeting
Broker non-votes on main items 17,604,610 shares Reported as broker non-votes on director elections, say-on-pay and written consent proposal
broker non-votes financial
"Broker Non-Votes 17,604,610"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory approval financial
"Proposal 2: Advisory approval of The Cigna Group’s executive compensation."
independent registered public accounting firm financial
"PricewaterhouseCoopers LLP as The Cigna Group’s independent registered public accounting firm for 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
shareholder proposal financial
"Proposal 4: Shareholder Proposal – Shareholder right to act by written consent"
annual meeting of shareholders financial
"The Cigna Group held its Annual Meeting of Shareholders on April 22, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
UNITED STATES
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): April 22, 2026

The Cigna Group
(Exact name of registrant as specified in its charter)

Delaware
001-38769
82-4991898
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

900 Cottage Grove Road
Bloomfield, Connecticut 06002
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (860) 226-6000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01
CI
New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07
Submission of Matters to a Vote of Security Holders.

The Cigna Group held its Annual Meeting of Shareholders on April 22, 2026 (the “Annual Meeting”). Of the 263,660,761 shares outstanding and entitled to vote, 237,225,441 shares, or 89.97%, were represented in person or by proxy at the Annual Meeting. The results for each of the proposals submitted to a vote of our shareholders at the Annual Meeting are set forth below. Each proposal is described in more detail in our 2026 Proxy Statement, filed with the Securities and Exchange Commission on March 13, 2026.

Proposal 1: Shareholders elected the twelve director nominees named in the 2026 Proxy Statement for one-year terms to expire at the next annual meeting of shareholders.

Nominees
Votes For
Votes Against
Abstentions
Broker Non-Votes
David M. Cordani
213,026,538
6,415,867
178,426
17,604,610
Brian C. Evanko
217,654,366
1,786,597
179,868
17,604,610
Eric J. Foss
207,618,924
 11,810,097
191,810
17,604,610
Neesha Hathi
217,857,191
 1,586,966
176,674
17,604,610
Michael J. Hennigan
218,927,778
 505,709
187,344
17,604,610
George Kurian
216,953,901
 2,479,173
187,757
17,604,610
Kathleen M. Mazzarella
217,741,575
 1,713,851
165,405
17,604,610
Mark B. McClellan, M.D., Ph.D.
218,991,478
 443,519
185,834
17,604,610
Philip O. Ozuah, M.D., Ph.D.
211,190,355
 8,111,083
319,393
17,604,610
Kimberly A. Ross
217,220,171
 2,097,278
303,382
17,604,610
Eric C. Wiseman
209,398,899
 10,035,689
186,243
17,604,610
Donna F. Zarcone
211,230,853
 8,221,767
168,211
17,604,610

In addition, shareholders voted on the following proposals and cast their votes as described below.

Proposal 2: Advisory approval of The Cigna Group’s executive compensation.

Votes For
Votes Against
Abstentions
Broker Non-Votes
201,746,941
17,359,954
513,936
17,604,610

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as The Cigna Group’s independent registered public accounting firm for 2026.

Votes For
Votes Against
Abstentions
216,061,458
21,030,077
133,906

Proposal 4: Shareholder Proposal – Shareholder right to act by written consent, if properly presented.

Votes For
Votes Against
Abstentions
Broker Non-Votes
104,982,574
114,173,793
464,464
17,604,610

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.
 
THE CIGNA GROUP


Date: April 27, 2026
By:
/s/ Andrea Nelson


Andrea Nelson


Executive Vice President, General Counsel and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

How many Cigna (CI) shares were represented at the 2026 annual meeting?

A total of 237,225,441 shares of The Cigna Group were represented at the 2026 annual meeting, out of 263,660,761 shares entitled to vote, reflecting 89.97% participation by shareholders in person or by proxy.

Did Cigna (CI) shareholders approve executive compensation in 2026?

Yes, shareholders gave advisory approval to Cigna’s executive compensation in 2026. The say-on-pay proposal received 201,746,941 votes for, 17,359,954 votes against, and 513,936 abstentions, along with 17,604,610 broker non-votes recorded.

Were all Cigna (CI) director nominees elected at the 2026 meeting?

All 12 director nominees listed in Cigna’s 2026 proxy statement were elected for one-year terms. Each nominee received more votes for than against, with additional abstentions and broker non-votes reported for every director on the ballot.

Did Cigna (CI) shareholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, shareholders ratified PricewaterhouseCoopers LLP as Cigna’s independent registered public accounting firm for 2026. The auditor ratification received 216,061,458 votes for, 21,030,077 votes against, and 133,906 abstentions in the final tally.

How did Cigna (CI) shareholders vote on governance and board matters in 2026?

In 2026, shareholders elected all 12 directors, approved advisory executive compensation, and ratified PricewaterhouseCoopers as auditor. However, they did not approve the shareholder proposal seeking a right to act by written consent, which received fewer votes for than against.

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