CVS Health Reports Director/Officer Changes & Shareholder Votes
Ticker: CVS · Form: 8-K · Filed: May 22, 2024 · CIK: 64803
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-changes
Related Tickers: CVS
TL;DR
CVS board shakeup and exec comp details filed. Shareholder votes also on tap.
AI Summary
CVS Health Corporation filed an 8-K on May 22, 2024, reporting events that occurred on May 16, 2024. The filing primarily concerns the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for those officers. It also includes information on matters submitted to a vote of security holders and financial statements/exhibits.
Why It Matters
This filing provides insight into the governance and executive structure of CVS Health, which can impact strategic direction and investor confidence.
Risk Assessment
Risk Level: low — The filing reports routine corporate governance matters and does not indicate any immediate financial distress or significant operational changes.
Key Players & Entities
- CVS HEALTH Corp (company) — Registrant
- 0000064803 (company) — Central Index Key
- May 16, 2024 (date) — Earliest event reported
- May 22, 2024 (date) — Date of report
FAQ
Who departed from CVS Health's board or officer positions?
The filing indicates the departure of directors or certain officers, but specific names are not detailed in the provided text.
Were any new directors elected or officers appointed?
Yes, the filing reports on the election of directors and the appointment of certain officers.
What is the primary purpose of this 8-K filing?
The primary purpose is to report on changes in directors/officers, elections, appointments, compensatory arrangements, matters submitted to a vote, and financial statements/exhibits.
When did the events reported in this filing take place?
The earliest event reported took place on May 16, 2024.
What is CVS Health's state of incorporation and fiscal year end?
CVS Health is incorporated in Delaware and its fiscal year ends on December 31.
Filing Stats: 1,207 words · 5 min read · ~4 pages · Grade level 11.1 · Accepted 2024-05-22 16:30:57
Key Financial Figures
- $0.01 — ich registered Common Stock, par value $0.01 per share CVS New York Stock Exchange
Filing Documents
- cvs-20240516.htm (8-K) — 67KB
- exhibit101.htm (EX-10.1) — 114KB
- exhibit102.htm (EX-10.2) — 238KB
- cvs-20240516_g1.jpg (GRAPHIC) — 4KB
- picture1a.jpg (GRAPHIC) — 5KB
- 0000064803-24-000019.txt ( ) — 629KB
- cvs-20240516.xsd (EX-101.SCH) — 2KB
- cvs-20240516_lab.xml (EX-101.LAB) — 21KB
- cvs-20240516_pre.xml (EX-101.PRE) — 12KB
- cvs-20240516_htm.xml (XML) — 3KB
07 Submission of Matters to a Vote of Security Holders
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 Jea
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1 2017 Incentive Compensation Plan of CVS Health Corporation, as amende d . 10.2 Forms of award agreements to be used under the 2017 ICP, as amende d . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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: May 22, 2024 By: /s/ Kristina V. Fink Kristina V. Fink Senior Vice President, Corporate Secretary and Chief Governance Officer