Cigna Group
Shareholder Proposals
Item 4
Permit shareholders entitled to cast the minimum number of votes necessary to act at a meeting to take action by written consent without discrimination based on length of ownership.
The proposal asks the board to amend the Company’s governance so that shareholders holding the minimum number of votes necessary to authorize action at a meeting (i.e., a majority as if all were present) may take action by written consent, and to eliminate any discrimination based on length of share ownership. The proponent argues this would strengthen shareholder standing and engagement, noting the Company’s current 25% threshold to call a special meeting and a one‑year holding requirement for that right. The proposal cites prior majority support for a similar proposal and references recent business and governance concerns (lawsuits, policy criticisms, and cost pressures) as reasons shareholders may need a faster, out‑of‑meeting mechanism. Implementing the request would require by‑law changes and could enable shareholders to act outside of the formal special‑meeting process.