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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) January 16, 2024

 

The Cigna Group

 

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation)

001-38769

(Commission File Number)

82-4991898

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 17, 2024, The Cigna Group (the “Company”) announced certain organizational changes. Among these changes, effective February 5, 2024:

 

·Brian C. Evanko will serve as President and Chief Executive Officer, Cigna Healthcare, in addition to his current role as Executive Vice President and Chief Financial Officer, The Cigna Group.

 

·Eric P. Palmer, currently President and Chief Executive Officer, Evernorth Health Services, will also assume responsibility for enterprise strategy and corporate development in the additional role of the Company’s Executive Vice President for Enterprise Strategy.

 

On January 16, 2024, the People Resources Committee of the Company’s Board of Directors approved compensation changes for Mr. Evanko and Mr. Palmer to reflect the expansion of their roles and responsibilities.  In connection with their respective expanded responsibilities, Mr. Evanko and Mr. Palmer received offer letters, the material terms of which are included in the table below.  In addition, Mr. Evanko and Mr. Palmer will continue to be eligible to participate in the Company’s employee benefit plans, in accordance with their terms.

 

 

Base Salary

(effective February 5, 2024)

2024 Enterprise Incentive Plan

Annual Target

2024 Long-Term Incentive

Annual Target

Brian C. Evanko

Executive Vice President and Chief Financial Officer, The Cigna Group, and President and Chief Executive Officer, Cigna Healthcare

 $1,000,000 $2,000,000 $6,000,000

Eric P. Palmer

Executive Vice President, Enterprise Strategy, The Cigna Group, and

President and Chief Executive Officer, Evernorth Health Services

 $1,000,000 $2,000,000 $6,000,000

 

 

 
 

 

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:  January 17, 2024 By: /s/ Nicole S. Jones
    Nicole S. Jones
    Executive Vice President, Chief Administrative Officer and General Counsel

 

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Jan. 16, 2024
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Entity File Number 001-38769
Entity Registrant Name The Cigna Group
Entity Central Index Key 0001739940
Entity Tax Identification Number 82-4991898
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 900 Cottage Grove Road
Entity Address, City or Town Bloomfield
Entity Address, State or Province CT
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Title of 12(b) Security Common Stock, Par Value $0.01
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