01—Abstract
Summary
Summary of the 8-K filed April 27, 2026. Cited figures are marked; the original filing is the authoritative source.
Cigna Group's 8-K reports the results of its Annual Meeting of Shareholders held April 22, 2026.
Holders of 237,225,441 shares, or 89.97%a of the 263,660,761 shares outstanding and entitled to vote, were represented. The filing is procedural and contains no financial results, guidance, or operating metrics. All twelve director nominees were elected to one-year terms.
Support ranged from roughly 94.6%b (Eric J. Foss, about 207.6 million for versus 11.8 million against) to about 97% for David M. Cordani, based on votes for and against.
Shareholders also approved the advisory say-on-pay resolution on executive compensation, with about 201.7 million votes for and 17.4 million against (about 92%c for). They ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with about 216.1 million votes for and 21.0 million against.
A shareholder proposal to let shareholders act by written consent failed, with about 105.0 million votes for and 114.2 million against. For investors, the results signal broad board and management support, a meaningful but not dominant share of votes for the say-on-pay proposal, and a shareholder base that did not back the written-consent governance change at this meeting.
02—Key points
Key Highlights
- Annual Meeting held April 22, 2026, with 89.97% of shares outstanding represented (237,225,441 of 263,660,761 shares).
- All twelve director nominees elected to one-year terms; the lowest support was for Eric J. Foss (about 207.6 million for versus 11.8 million against).
- Advisory say-on-pay proposal on executive compensation approved, with about 201.7 million votes for and 17.4 million against (roughly 92% support of votes cast for and against).
- PricewaterhouseCoopers LLP ratified as independent registered public accounting firm for 2026, with about 216.1 million votes for and 21.0 million against.
- Shareholder proposal to allow shareholders to act by written consent failed, with about 105.0 million votes for and 114.2 million against.
- Broker non-votes of about 17.6 million shares were recorded on director elections, say-on-pay, and the written-consent proposal.
- The filing contains no financial results, guidance, or operating updates; it is limited to Item 5.07 voting results.
03—Questions
Frequently Asked Questions
Were all of Cigna's director nominees elected?
Yes. All twelve nominees named in the 2026 Proxy Statement were elected to one-year terms expiring at the next annual meeting. Each received far more votes for than against, with the closest vote being Eric J. Foss, at about 207.6 million for versus 11.8 million against.
Did shareholders approve executive compensation?
Yes. The advisory say-on-pay proposal passed, with about 201.7 million votes for and 17.4 million against. The vote is non-binding, but roughly 92% support among votes cast for and against is a strong endorsement of the compensation program.
Did shareholders ratify the auditor?
Yes. Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with about 216.1 million votes for and 21.0 million against.
Why did the shareholder written-consent proposal fail?
The proposal received about 105.0 million votes for and 114.2 million against, so it did not gain majority support among votes cast. The filing does not state the board's position, so investors should consult the 2026 Proxy Statement for management's recommendation and rationale.
Does this 8-K contain any financial information about Cigna?
No. The filing reports only the results of shareholder votes under Item 5.07. It contains no earnings, revenue, guidance, or other financial data, so investors should refer to Cigna's quarterly and annual reports for financial performance.
04—Continue