Cigna 2014 Annual Report Download - page 150

PART III
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters
The following table presents information regarding Cigna’s equity compensation plans as of December 31, 2014:
(c)
(3)
(b)
(2)
Securities Remaining
(a)
(1)
Weighted Average Available For Future
Securities To Be Issued Exercise Price Per Issuance Under Equity
Upon Exercise Of Share Of Compensation Plans
Outstanding Options, Outstanding Options, (Excluding Securities
Plan Category Warrants And Rights Warrants And Rights Reflected In Column (a))
Equity Compensation Plans Approved by Security Holders 10,692,086 $ 51.84 10,616,584
Equity Compensation Plans Not Approved by Security Holders – – –
Total 10,692,086 $ 51.84 10,616,584
(1) Includes, in addition to outstanding stock options, 169,963 restricted stock units, 97,745 deferred shares and 3,093,054 strategic performance shares, which are reported at the maximum
200% payout rate. Also includes 724,329 shares of common stock underlying stock option awards granted under the HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan
and 18,776 shares of common stock underlying stock option awards granted under the NewQuest Holdings, Inc. 2005 Stock Option Plan, each of which was approved by the applicable
company’s shareholders before Cigna’s acquisition of HealthSpring in January 2012.
(2) The weighted-average exercise price is based only on outstanding stock options. The outstanding stock options assumed due to Cigna’s acquisition of HealthSpring, Inc. have a weighted-average
exercise price of $17.74. Excluding these assumed options results in a weighted-average exercise price of $55.69.
(3) Includes 285,176 shares of common stock available as of the close of business December 31, 2014 for future issuance under the Cigna Directors Equity Plan and 10,331,408 shares of
common stock available as of the close of business on December 31, 2014 for future issuance under the Cigna Long-Term Incentive Plan.
The information under the captions ‘‘Ownership of Cigna Common Stock – Stock held by Directors, Nominees and Executive Officers’’ and
‘‘Ownership of Cigna Common Stock – Largest Security Holders’’ in Cigna’s definitive proxy statement related to the 2015 annual meeting of
shareholders is incorporated by reference.
Certain Relationships and Related Transactions
The information under the captions ‘‘Corporate Governance Matters – Director Independence’’ and ‘‘– Certain Transactions’’ in Cigna’s
definitive proxy statement related to the 2015 annual meeting of shareholders is incorporated by reference.
Principal Accounting Fees and Services
The information under the captions ‘‘Audit Matters – Policy for the Pre-Approval of Audit and Non-Audit Services’’ and ‘‘– Fees to Independent
Registered Public Accounting Firm’’ in Cigna’s definitive proxy statement related to the 2015 annual meeting of shareholders is incorporated by
reference.
118 CIGNA CORPORATION - 2014 Form 10-K
ITEM 12.
ITEM 13.
ITEM 14.