Cigna Group

This proposal asks shareholders to provide a non-binding, advisory endorsement of the Company’s executive compensation disclosures and programs for the named executive officers. Management seeks shareholder approval to confirm that compensation policies—characterized by a high proportion of performance-based pay, long-term equity incentives (including Strategic Performance Shares), and rigorous governance controls—are supported by shareholders. The program emphasizes pay-for-performance: in 2025 approximately 92% of the CEO’s target pay and roughly 82% for other NEOs was at risk and tied to enterprise metrics, with SPS awards measuring cumulative adjusted income from operations per share and relative TSR. Management justifies the structure by citing alignment with long-term shareholder interests, retention and recruitment needs, robust clawback and anti-hedging policies, and active shareholder engagement informing plan design. The Board recommends a FOR vote because it believes the compensation program incentivizes sustainable financial and strategic performance, balances short- and long-term goals, and incorporates governance safeguards such as stock ownership guidelines and independent consultant review. The advisory vote is non-binding, but the Board and People Resources Committee will consider the outcome when making future compensation decisions. Given the Company’s recent financial results, changes to LTIP weightings, and CEO succession activity, the say-on-pay vote serves as a key accountability mechanism and a communication point between shareholders and the Board. The proposal is standard market practice and is intended to endorse the transparency and design of the executive pay framework.

The proponent seeks to add a written consent right enabling shareholders holding the minimum votes necessary to authorize action at a meeting (i.e., a majority) to act by written consent without ownership-duration restrictions, arguing this would improve shareholder ability to respond when the Company underperforms and noting prior shareholder support for the concept at Cigna. The change would lower procedural barriers compared with the Company’s current by-law threshold to call a special meeting (25% with a one-year ownership continuous requirement) and would allow shareholders to initiate any topic via written consent. Management opposes the proposal, contending that written consent can circumvent the transparency, notice, and deliberative protections of the shareholder meeting process, risk disenfranchising long-term shareholders, and may enable opportunistic or duplicative solicitation campaigns; the Board points to the Company’s existing governance tools (25% special meeting right, proxy access, annual director elections, majority voting, removal of supermajority provisions, clawbacks, and active shareholder engagement) and prior outreach as sufficient safeguards. The debate is between empowering shareholder responsiveness versus preserving ordered, transparent decision-making processes and protecting long-term investors from rapid actions by a controlling or coordinated short-term group. Given Cigna’s recent operational and regulatory headwinds cited by the proponent, the governance change could be used to challenge management or the Board more readily in periods of stress, but would also reduce procedural protections that the Board believes are important for all shareholders. From a governance risk perspective, adopting written consent rights could increase the frequency and complexity of shareholder campaigns, impose administrative burdens, and change the dynamics of activist engagement; conversely, restricting consent by high thresholds or ownership-duration rules could blunt the remedy’s effectiveness for many investors. The Board’s unanimous recommendation against the proposal underscores management’s view that the company’s existing shareholder rights and active engagement are the preferable path to accountability.