CVS Health Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CVS
Retail-Drug Stores and Proprietary Stores
Consumer Staples
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): | May 22, 2024 ( | ||||
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (401 ) 765-1500
Former name or former address, if changed since last report: N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 16, 2024, CVS Health Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the 2017 Incentive Compensation Plan of CVS Health Corporation (the “2017 ICP”), principally to increase the number of common shares of the Company available for issuance under the 2017 ICP by 33.5 million shares. The Management Planning and Development Committee and Board of Directors of the Company previously approved the amendments to the 2017 ICP, subject to stockholder approval.
For a description of the principal terms of the 2017 ICP, see “Item 4: Proposal to Amend the Company’s 2017 Incentive Compensation Plan to Increase the Number of Shares Authorized to Be Issued Under the Plan” in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 5, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. A copy of the 2017 ICP as amended is filed as Exhibit 10.1 to this report and is incorporated herein by reference. Forms of award agreements to be used under the 2017 ICP as amended are filed as Exhibit 10.2 and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As noted above, the Company’s Annual Meeting was held on May 16, 2024. The following are the voting results on each matter submitted to the stockholders of the Company at the Annual Meeting. The proposals below are described in detail in the Proxy Statement. There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,108,671,384 shares of the Company’s common stock, constituting a quorum.
At the Annual Meeting, the 12 nominees for director were elected to the Company’s Board of Directors for a term of one year (Item 1). The Company proposal regarding the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 (Item 2) was approved. The Company proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Item 3) was approved. The Company proposal to amend the Company’s 2017 ICP (Item 4) was approved. Four stockholder proposals (Items 5, 6, 7 and 8) were not approved.
| Item | For | Against | Abstained | Broker Non-Votes | |||||||||||||
| 1. | The election, for one-year terms, of persons nominated for election as directors of the Company, as set forth in the Company’s Proxy Statement, was approved by the following votes: | ||||||||||||||||
| Fernando Aguirre | 940,972,081 | 17,714,333 | 2,320,985 | 147,663,985 | |||||||||||||
| Jeffrey R. Balser, M.D., Ph.D. | 952,315,470 | 6,535,538 | 2,156,391 | 147,663,985 | |||||||||||||
| C. David Brown II | 900,742,834 | 58,026,802 | 2,237,763 | 147,663,985 | |||||||||||||
| Alecia A. DeCoudreaux | 949,423,327 | 9,434,297 | 2,149,775 | 147,663,985 | |||||||||||||
| Nancy-Ann M. DeParle | 943,732,215 | 15,085,521 | 2,189,663 | 147,663,985 | |||||||||||||
| Roger N. Farah | 937,681,342 | 21,016,819 | 2,309,238 | 147,663,985 | |||||||||||||
| Anne M. Finucane | 922,146,176 | 36,678,686 | 2,182,537 | 147,663,985 | |||||||||||||
| J. Scott Kirby | 951,655,367 | 6,973,203 | 2,378,829 | 147,663,985 | |||||||||||||
| Karen S. Lynch | 948,746,896 | 10,182,579 | 2,077,924 | 147,663,985 | |||||||||||||
| Michael F. Mahoney | 950,214,863 | 8,413,118 | 2,379,418 | 147,663,985 | |||||||||||||
| Jean-Pierre Millon | 926,293,860 | 32,454,490 | 2,259,049 | 147,663,985 | |||||||||||||
| Mary L. Schapiro | 951,695,011 | 7,158,624 | 2,153,764 | 147,663,985 | |||||||||||||
| 2. | Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, as set forth in the Company’s Proxy Statement, was approved by the following vote: | 1,082,869,069 | 22,941,366 | 2,860,949 | None | ||||||||||||
| 3. | Company proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Company’s Proxy Statement, was approved by the following vote: | 818,001,447 | 139,313,232 | 3,692,720 | 147,663,985 | ||||||||||||
| 4. | Company proposal to amend the Company’s 2017 Incentive Compensation Plan to increase the number of shares authorized to be issued under the Plan, as set forth in the Company’s Proxy Statement, was approved by the following vote: | 919,806,818 | 38,826,632 | 2,373,949 | 147,663,985 | ||||||||||||
| 5. | Stockholder proposal requesting an independent, third-party worker rights assessment and report, as set forth in the Company’s Proxy Statement, was not approved by the following vote: | 225,318,512 | 724,042,751 | 11,646,136 | 147,663,985 | ||||||||||||
| 6. | Stockholder proposal to prohibit the re-nomination of any director who fails to receive a majority vote, as set forth in the Company’s Proxy Statement, was not approved by the following vote: | 177,476,219 | 780,408,878 | 3,122,302 | 147,663,985 | ||||||||||||
| 7. | Stockholder proposal regarding stockholder right to vote on “excessive” golden parachutes, as set forth in the Company’s Proxy Statement, was not approved by the following vote: | 57,763,299 | 900,824,802 | 2,419,298 | 147,663,985 | ||||||||||||
| 8. | Stockholder proposal requesting a policy requiring our directors to disclose their expected allocation of hours among all formal commitments, as set forth in the Company’s Proxy Statement, was not approved by the following vote: | 24,053,378 | 933,918,239 | 3,035,782 | 147,663,985 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
SIGNATURES
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.
| CVS HEALTH CORPORATION | ||||||||
| Date: May 22, 2024 | By: | /s/ Kristina V. Fink | ||||||
| Kristina V. Fink | ||||||||
| Senior Vice President, Corporate Secretary | ||||||||
| and Chief Governance Officer | ||||||||