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    CVS Health Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/20/25 4:12:56 PM ET
    $CVS
    Retail-Drug Stores and Proprietary Stores
    Consumer Staples
    Get the next $CVS alert in real time by email
    cvs-20250515
    0000064803false00000648032025-05-152025-05-15

    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 20, 2025 (May 15, 2025)
    cvshealtha37.jpg
    CVS HEALTH CORPORATION
    (Exact name of registrant as specified in its charter)
    Delaware001-0101105-0494040
    (State or other jurisdiction of incorporation)(Commission
    File Number)
    (IRS Employer
    Identification No.)

    One CVS Drive, Woonsocket, Rhode Island
    02895
    (Address of principal executive offices)(Zip Code)
    Registrant’s telephone number, including area code:
    (401) 765-1500
    Former name or former address, if changed since last report:N/A

    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))

    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, par value $0.01 per shareCVSNew York Stock Exchange

    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).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






    Section 5 - Corporate Governance and Management

    Item 5.07 Submission of Matters to a Vote of Security Holders.
    The following are the voting results on each matter submitted to the stockholders of CVS Health Corporation (the “Company”) at the Annual Meeting of Stockholders held on May 15, 2025 (the “Annual Meeting”). The proposals below are described in detail in the proxy statement filed by the Company on April 4, 2025 (the “Proxy Statement”). There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,125,353,195 shares of the Company’s common stock, constituting a quorum.
    At the Annual Meeting, the 13 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 2025 (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. One stockholder proposal (Item 4) was not approved.
    ItemForAgainstAbstainedBroker Non-Votes
    1.The election, for one-year terms, of persons nominated for election as directors of the Company, as set forth in the Proxy Statement, was approved by the following votes:
    Fernando Aguirre988,213,560 24,323,188 1,486,503 111,329,944 
    Jeffrey R. Balser, M.D., Ph.D.1,007,796,427 4,790,577 1,436,247 111,329,944 
    C. David Brown II926,442,420 86,047,695 1,533,136 111,329,944 
    Alecia A. DeCoudreaux987,275,298 24,766,421 1,981,532 111,329,944 
    Roger N. Farah991,187,212 18,637,931 4,198,108 111,329,944 
    Anne M. Finucane962,972,424 49,579,648 1,471,179 111,329,944 
    J. David Joyner 1,003,245,141 9,386,020 1,392,090 111,329,944 
    J. Scott Kirby987,828,889 24,644,705 1,549,657 111,329,944 
    Michael F. Mahoney 953,838,089 58,095,208 2,089,954 111,329,944 
    Leslie V. Norwalk943,470,869 66,401,988 4,150,394 111,329,944 
    Larry M. Robbins 1,005,043,459 7,441,109 1,538,683 111,329,944 
    Guy P. Sansone 1,004,974,647 7,503,475 1,545,129 111,329,944 
    Douglas H. Shulman990,906,959 21,588,021 1,528,271 111,329,944 
    2.Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025, as set forth in the Proxy Statement, was approved by the following vote:1,104,541,067 19,205,277 1,606,851 None
    3.Company proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, was approved by the following vote:597,945,237 413,324,138 2,753,876 111,329,944 
    4.Stockholder proposal for reducing the threshold for the Company’s stockholder right to act by written consent, as set forth in the Proxy Statement, was not approved by the following vote:431,195,972 577,886,190 4,941,089 111,329,944 





    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 20, 2025By:/s/ Kristina V. Fink
    Kristina V. Fink
    Senior Vice President, Corporate Secretary and
    Chief Governance Officer


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