CVS Health Corporation
8-K on 05/19/2020   Download
SEC Document
SEC Filing
false0000064803 0000064803 2020-05-14 2020-05-14


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 19, 2020
(
May 14, 2020
)
cvshealtha37.jpg
CVS HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-01011
05-0494040
(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 class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CVS
New 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 14, 2020 (the “Annual Meeting”). The proposals below are described in detail in the proxy statement filed by the Company on April 3, 2020 (the “Proxy Statement”). There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,113,218,231 shares of the Company’s common stock, constituting a quorum.
At the Annual Meeting, 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 2020 (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 not approved. The Company's proposals to amend the Company's 2017 Incentive Compensation Plan (Item 4) and to amend the Company's 2007 Employee Stock Purchase Plan (Item 5) were approved. Two stockholder proposals (Items 6 and 7) were not approved.


1



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
927,436,686
6,800,689
2,967,402
176,013,454
 
C. David Brown II
798,344,960
135,958,319
2,901,498
176,013,454
 
Alecia A. DeCoudreaux
928,638,313
5,866,382
2,700,082
176,013,454
 
Nancy-Ann M. DeParle
926,448,706
8,003,794
2,752,277
176,013,454
 
David W. Dorman
770,572,396
161,439,168
5,193,213
176,013,454
 
Roger N. Farah
914,079,428
20,179,269
2,946,080
176,013,454
 
Anne M. Finucane
914,613,125
19,869,282
2,722,370
  176,013,454
 
Edward J. Ludwig
925,003,333
 9,073,557
3,127,887
  176,013,454
 
Larry J. Merlo
928,484,883
 6,294,027
2,425,867
  176,013,454
 
Jean-Pierre Millon
904,833,770
29,490,043
2,880,964
  176,013,454
 
Mary L. Schapiro
928,721,756
 5,773,221
2,709,800
  176,013,454
 
William C. Weldon
913,776,099
   20,499,980
2,928,698
  176,013,454
 
Tony L. White
914,169,823
19,970,622
3,064,332
  176,013,454
2.
Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020, as set forth in the Company’s Proxy Statement, was approved by the following vote:
1,083,560,532
26,829,570
2,828,129
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 not approved by the following vote:
228,024,137
704,936,247
4,244,393
176,013,454
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:
872,351,068
61,186,087
3,667,622
176,013,454
5.
Company proposal to amend the Company's 2007 Employee Stock Purchase Plan to increase the number of shares available for sale under the Plan, as set forth in the Company's Proxy Statement, was approved by the following vote:
920,350,792
14,135,547
2,718,438
176,013,454
6.
Stockholder proposal for reducing the ownership threshold to request a stockholder action by written consent, as set forth in the Company's Proxy Statement, was not approved by the following vote:
146,907,477
784,993,928
5,303,372
176,013,454
7.
Stockholder proposal regarding the Company's independent Board Chair, as set forth in the Company's Proxy Statement, was not approved by the following vote:
192,111,770
739,573,865
5,519,142
176,013,454

2



Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits.

The exhibit to this Current Report on Form 8-K is as follows:

INDEX TO EXHIBIT

 
 
 
 
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.


3



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 19, 2020
By:
/s/ Colleen M. McIntosh
 
 
Colleen M. McIntosh

 
 
Senior Vice President, Corporate Secretary
 
 
and Chief Governance Officer