CVS Health 8-K Hints at Financials, Officer Changes, Reg FD Disclosure

Ticker: CVS · Form: 8-K · Filed: Jan 5, 2024 · CIK: 64803

Complexity: simple

Sentiment: mixed

Topics: financial-condition, officer-changes, regulation-fd

TL;DR

**CVS filed an 8-K, likely signaling upcoming news on financials or leadership changes.**

AI Summary

CVS Health Corp filed an 8-K on January 5, 2024, indicating that it is reporting on "Results of Operations and Financial Condition," "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers," and "Regulation FD Disclosure." This filing suggests that CVS may be providing an update on its financial performance, changes in its executive team or board, and potentially disclosing material non-public information. For investors, this matters because it could signal upcoming financial results, strategic shifts, or leadership changes that could impact the company's future direction and stock price.

Why It Matters

This filing signals potential upcoming news regarding CVS Health's financial performance, executive leadership, or other material information, which could directly influence investor sentiment and stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates potential significant news without providing specifics, creating uncertainty about the nature and impact of the disclosed information.

Analyst Insight

A smart investor would monitor CVS Health's news releases closely in the coming days for specific details on financial performance, executive changes, or any Regulation FD disclosures, as these could significantly impact the stock.

Key Players & Entities

Forward-Looking Statements

FAQ

What specific items are being reported in this 8-K filing by CVS Health Corp?

CVS Health Corp is reporting on "Results of Operations and Financial Condition," "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers," and "Regulation FD Disclosure" as per the ITEM INFORMATION section of the filing.

What is the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported in this 8-K filing is January 5, 2024, as stated in the filing.

Where is CVS Health Corporation's principal executive office located?

CVS Health Corporation's principal executive office is located at One CVS Drive, Woonsocket, Rhode Island 02895, according to the filing's business address.

What is the telephone number for CVS Health Corporation?

The registrant's telephone number, including area code, is (401) 765-1500, as provided in the filing.

Under which SEC Act is this Form 8-K filed?

This Form 8-K is filed pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934, as indicated in the filing.

Filing Stats: 2,314 words · 9 min read · ~8 pages · Grade level 11.5 · Accepted 2024-01-05 06:41:14

Key Financial Figures

Filing Documents

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On January 8, 2024, members of the senior management team of CVS Health Corporation ("CVS Health," the "Company," "we" or "our") will meet with investors and will participate in a webcast at 10:30 a.m. (Eastern Time) . During the meetings and webcast, the senior management team will reaffirm the Company's previously announced full-year 2023 GAAP diluted earnings per share ("EPS") guidance range of $6.37 to $6.61 and its full-year 2023 Adjusted EPS guidance range of $8.50 to $8.70. The Company expects its full-year 2023 Adjusted EPS to be in the upper half of the guidance range. In addition, the Company will reaffirm its full-year 2023 cash flow from operations guidance at the upper end of its $12.5 billion to $13.5 billion guidance range. The Company will reaffirm its previously announced full-year 2024 GAAP diluted EPS guidance of at least $7.26, its full-year 2024 Adjusted EPS guidance of at least $8.50 and its full-year 2024 cash flow from operations guidance of at least $12.5 billion . During the fourth quarter of 2023, the Company entered into a $3.0 billion fixed dollar accelerated share repurchase transaction, which became effective on January 3, 2024. We expect our total Medicare Advantage ("MA") membership to grow by at least 800,000 in 2024. During the annual enrollment period for 2024, our Individual MA and dual eligible special needs enrollment exceeded our expectations. Our stronger than expected 2024 MA enrollment is driven by factors including strong new sales and retention of existing Aetna MA members, with a higher than historical proportion of new sales coming from competitor MA plans. An audio webcast of the presentation will be broadcast simultaneously for all interested parties through the Investor Relations portion of the CVS Health website at http://investors.cvshealth.com. The accompanying presentation materials are available on the website and will be archived for one year along

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Thomas F. Cowhey as Executive Vice President and Chief Financial Officer The Board of Directors (the "Board") of CVS Health appointed Thomas F. Cowhey to serve as CVS Health's Executive Vice President and Chief Financial Officer, effective January 5, 2024. Mr. Cowhey has been serving as CVS Health's interim Chief Financial Officer since October 13, 2023. Mr. Cowhey's business experience was previously disclosed in Item 5.02 of CVS Health's Current Report on Form 8-K filed on October 16, 2023. In connection with his appointment, Mr. Cowhey will receive a base salary of $1 million and will be eligible for a target annual cash incentive of 150% of eligible earnings and target annual equity award of $5.5 million. The equity award will have the same terms and form as CVS Health's annual equity awards and will be granted on April 1, 2024, the terms and form of which will be determined by the Management Planning and Development Committee of the Board in the ordinary course in February and March 2024. Mr. Cowhey has also entered into CVS Health's customary change in control agreement for executives and a restrictive covenant agreement which includes, among other things, non-competition and non-solicitation covenants for the 18-month period following his employment with CVS Health. Departure of Shawn M. Guertin as Executive Vice President, Chief Financial Officer and President of Health Services On January 5, 2024, CVS Health also announced that Shawn M. Guertin, who, as previously disclosed, was on a personal leave of absence since October 13, 2023, will step down from his role as CVS Health's Executive Vice President, Chief Financial Officer and President of Health Services due to family health reasons, effective immediately. Mr. Guertin will remain on a personal leave and is expected to leave CV

01 Regulation

Item 7.01 Regulation FD Disclosure The Board also appointed Mike Pykosz as President of Health Care Delivery, effective January 5, 2024. Mr. Pykosz has been serving as CVS Health's interim President of Health Care Delivery since October 13, 2023. A copy of the press release announcing, among other things, the events described in Item 5.02 above and the preceding paragraph of this Item 7.01 is furnished as Exhibit 99.1 and hereby incorporated in this Item 7.01 by reference. Section 9 - Financial Statements and Exhibits

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . The exhibits to this Current Report on Form 8-K are as follows: INDEX TO EXHIBITS 99.1 Press Release of CVS Health Corporation, dated January 5, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. Cautionary Statement Concerning Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health Corporation. Statements in this Current Report on Form 8-K that are forward-looking include, but are not limited to, references to CVS Health's estimates for certain financial metrics for full-year 2023 and 2024 and expectations related to Medicare Advantage membership growth presented in this Current Report on Form 8-K, all of which are preliminary. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Actual results may differ materially from those contemplated by the forward-looking statements due to the risks and uncertainties described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the heading "Cautionary Statement Concerning Forward-Looking Statements" in our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You are cautioned not to place undue reliance on CVS Health's forward-looking regarding preliminary financial estimates and projections, future events and operating performance, and are applicable only as of the dates of such statements. CVS Health does not assume any duty to update or revise forward-looking statements, whether as a result of

SIGNATURES

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: January 5, 2024 By: /s/ Colleen M. McIntosh Colleen M. McIntosh Senior Vice President, Secretary and Chief Governance Officer

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