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Cigna Group

For the period ended Apr 24, 2024. Filed Mar 15, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2024 · Filed Mar 15, 2024

CI$293.59-2.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Proxy Statement Summary

Meeting InformationWays to Vote
Date and Time Wednesday, April 24, 2024 10:30 a.m. Eastern TimeOver the internet. Vote at www.proxyvote.com in advance of the meeting.By telephone. Use the telephone number shown on your proxy card.
LocationThe Annual Meeting will be held in a virtual format only, at www.virtualshare holdermeeting.com/CI2024.
Record DateMarch 5, 2024By mail. If you received a proxy card, mark your voting instructions on the card and sign, date, and return it in the postage-paid envelope provided.
AdmissionTo attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2024 and enter the 16-digit control number included in your notice of internet availability of proxy materials, voting instruction form, or proxy card.
At the meeting. To vote during the Annual Meeting, visit www.virtualshareholdermeeting.com/CI2024 and enter the 16-digit control number included in your notice of internet availability of proxy materials or proxy card.
Voting Recommendation
Items of Business · Board Recommendation · Page
1Election of twelve director nominees named in this Proxy Statement for one-year terms to expire at the next Annual Meeting of shareholders.FOR the election of each director nominee15
2Advisory approval of executive compensation.FOR56
3Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.FOR113
4Shareholder Proposal – Improve the shareholder right to call a special shareholder meeting, if properly presented.AGAINST118
5Shareholder Proposal – Report to shareholders on risks created by the Company's diversity, equity, and inclusion efforts, if properly presented.AGAINST122
The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement1

PROXY STATEMENT SUMMARY

2023 Performance and Accomplishments

Thanks to the dedicated efforts of our approximately 72,500 colleagues around the world:

The Cigna Group delivered on our overall financial goals for fiscal year 2023.

We continued to execute our growth strategy.

We advanced our work to create a healthier, more sustainable, and inclusive world.

Delivered in a dynamic environment

Our financial performance underscored the strength of our growth platforms, and our service-based, capital-light business model.

In 2023, we:

Grew both full-year total revenues and adjusted revenues* by 8% to $195.3 billion.

Achieved full-year shareholders’ net income per share of $17.39, and adjusted income from operations per share* of $25.09.

Returned $3.7 billion to shareholders through share repurchases and dividends in 2023.

Continued to Execute Our Growth Strategy

We innovated, partnered, expanded access to care, built stronger communities, and delivered differentiated value to advance our vision for the future of health care — and improve lives.

We executed the pharmacy benefits industry’s largest implementation with Centene to bring Express Scripts’ best-in-class pharmacy solutions to 20 million Centene members.

Evernorth Health Services created a new, multi-year strategic partnership with CarepathRx Health System Solutions to improve specialty and care services to providers, hospitals, and health systems.

We enhanced MDLIVE’s rapidly growing virtual primary care experience for patients and clinicians by acquiring Bright.md’s technology and clinical capabilities. MDLIVE is also improving its virtual primary care service to include health coaching for patients with chronic conditions.

To continue driving greater transparency of prescription medications, while preserving and protecting client choice, we launched ClearCareRX and ClearNetwork.

Express Scripts, from Evernorth Health Services, provided clients with additional flexibility by offering a new option for simple "cost-plus" pharmacy pricing for brand, generic, and specialty medications.

To ensure Americans living in rural areas have greater access through partnerships and independent pharmacies, Evernorth Health Services introduced IndependentRx and enhanced the MoreThanRx solution suite.

Cigna Healthcare removed nearly 25% of medical services from prior authorization requirements to simplify the care experience for customers and clinicians.

We partnered with Monogram Health — a leading value-based specialty provider of in-home evidence-based care and benefit management services — to provide in-home primary and specialty care to Cigna Healthcare Medicare Advantage customers with chronic kidney disease and end-stage renal disease.

We are positioned to offer enhanced, localized health and well-being solutions with global capabilities in the Kingdom of Saudi Arabia by securing the first branch license granted to an international insurance provider.

We completed several investments through The Cigna Group Ventures — driving innovation across the health care ecosystem, especially in mental and behavioral health care, and data analytics.

Advancing Better Health for All

We aim to transform the ecosystem of health into one that is well-functioning, sustainable, accessible, and equitable.

Our ESG approach is structured around four connected pillars — Healthy Society, Healthy Workforce, Healthy Environment, and Healthy Company — that underscore our mission to improve the health and vitality of those we serve. In 2023, we:

Achieved our goal of $1 billion in annual total diverse supplier spend, and we did so two years ahead of schedule.

22024 Notice of Annual Meeting of Shareholders and Proxy Statement | The Cigna Group

PROXY STATEMENT SUMMARY

Continued to make progress on our Scope 3 greenhouse gas (GHG) emissions inventory, with the intent to disclose additional categories, and aim to set science-based GHG reduction targets.

Published our 2022 Diversity Scorecard Report, which demonstrates our progress relative to goals in three key areas: culture and coworkers, clients and customers, and communities.

Supported nearly $51 million in combined charitable giving, including approximately $15.6 million through The Cigna Group Foundation toward the following focus areas: health and well-being; education and workforce development; community and social issues; military, veterans, and first responders; disaster relief; global and trending causes; employee programs; The Cigna Group Scholars; and Healthier Kids For Our Future®.

Expanded our caregiver leave program from four weeks to eight weeks, which provides paid leave to enable employees to bond with a child after birth or adoption or to care for a family member with a serious health condition.

Continued to have robust engagement with our shareholders on a variety of topics, including ESG.

Received the following ESG-related recognitions:

Named one of America’s Most JUST Companies for the fourth year by JUST Capital and CNBC, including No. 1 in the Health Care Providers industry and No. 6 overall in the JUST 100 for 2024.

Member of Dow Jones Sustainability Index for both the World and North America for the seventh consecutive year.

Ranked No. 14 on Fair360’s (formerly known as DiversityInc) Top 50 Companies For Diversity, a 10-place jump forward from 2022.

Honored by Business Group on Health as Best Employer for Health and Well-being.

Achieved perfect score for the 11th consecutive year on the Human Rights Campaign Foundation’s 2023—2024 Corporate Equality Index, earning the Equality 100 Award: Leader in LGBTQ+ Workplace Inclusion.

Scored 100 on the 2023 Disability Equality Index, which is considered the most robust assessment for disability inclusion in business.

Earned top spot for sustainability in the health care industry on Forbes’ inaugural Net Zero Leaders List.

*We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2023. Consolidated adjusted income from operations, per share, and consolidated adjusted revenues are not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measures, shareholders’ net income, per share, and total revenues, respectively. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A.

The Cigna Group | 2024 Notice of Annual Meeting of Shareholders and Proxy Statement3
ContentsView on SEC.gov

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