cigna8kbylaws.htm
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
23, 2008
CIGNA
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of incorporation)
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1-08323
(Commission
File Number)
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06-1059331
(IRS
Employer
Identification
No.)
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Two
Liberty Place, 1601 Chestnut Street
Philadelphia,
Pennsylvania
19192
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code:
(215)
761-1000
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))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
January 23, 2008, the Board of Directors of CIGNA Corporation, upon the
recommendation of its Corporate Governance Committee, approved amendments to
Article VIII of the By-Laws to reduce the supermajority voting standard for
amendment of the By-Laws by CIGNA's stockholders (other than an amendment to
Article III, Section II, which concerns the number, qualifications, election
and
term of office for CIGNA's Board of Directors) with a simple majority voting
requirement.
The
Board
of Directors also approved an amendment to the By-Laws to delete the current
Article VI of the By-Laws, concerning indemnification, and replace it with
a new
Article VI. The provisions of the new Article VI govern the
indemnification of any director, officer (or, in certain circumstances, any
person who serves at the request of the Company in certain positions at another
corporation or entity) in connection with any civil, criminal, administrative
or
investigative proceeding.
The
Board
of Directors approved other amendments to the By-Laws to provide clarification
with respect to current practices, including: amendments regarding the conduct
of business, voting, nomination of directors and notice of shareholder business
at shareholder meetings; duties of certain officers; fixing of record
dates; and other general provisions. These amendments are reflected
in the attached By-Laws, as amended.
The
amendments to the By-Laws will be effective as of April 23, 2008, which is
the
date that certain similar amendments to the Company's certificate of
incorporation are expected to be voted upon at the Company's annual meeting
of
shareholders.
The
foregoing description of the amendments to CIGNA's By-Laws is qualified in
its
entirety by reference to the full text of the By-Laws, as amended, a copy of
which is attached as Exhibit 3 and incorporated herein by
reference.
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.
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CIGNA
CORPORATION
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Date: January 28,
2008
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By:
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/s/
Carol Ann
Petren
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Carol
Ann Petren
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Executive
Vice President and
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General
Counsel
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Index
to
Exhibits
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Number
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Description
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Method
of
Filing
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3
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By-Laws
of the
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registrant,
as amended
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January
23, 2008.
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