CVS Health CLO Departs, New CLO Appointed

TL;DR

CVS Health's CLO is out, new one in. Cohen takes over Nov 18.

AI Summary

CVS Health Corporation announced on November 12, 2024, the departure of its Chief Legal Officer, Thomas R. Robinson, effective November 15, 2024. The company also announced the appointment of David M. Cohen as the new Chief Legal Officer, effective November 18, 2024. This filing also includes information regarding compensatory arrangements for certain officers.

Why It Matters

A change in a key executive role like Chief Legal Officer can signal shifts in the company's legal strategy or risk management approach.

Risk Assessment

Risk Level: medium — Executive departures and appointments, especially for a CLO, can introduce uncertainty regarding legal and regulatory matters.

Key Players & Entities

• CVS Health Corporation (company) — Registrant
• Thomas R. Robinson (person) — Chief Legal Officer (departing)
• November 15, 2024 (date) — Effective date of Robinson's departure
• David M. Cohen (person) — New Chief Legal Officer
• November 18, 2024 (date) — Effective date of Cohen's appointment

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share CVS New York Stock Exchan
• $159,170 — Norwalk in the aggregate approximately $159,170 in 2023 and currently owe approximately
• $210,120 — in 2023 and currently owe approximately $210,120 from January 1, 2024 through November 1
• $1,500,000 — ill consist of an annual base salary of $1,500,000, a target annual bonus opportunity of $
• $3,000,000 — 0, a target annual bonus opportunity of $3,000,000 (equal to 200% of his base salary) an
• $14,500,000 — al incentive award opportunity equal to $14,500,000. Also on November 12, 2024, the MP&D Co
• $1,100,000 — ill consist of an annual base salary of $1,100,000, a target annual bonus opportunity of $
• $1,925,000 — 0, a target annual bonus opportunity of $1,925,000 (equal to 175% of his base salary) and
• $9,000,000 — m annual incentive award opportunity of $9,000,000. Also, on November 12, 2024, the MP&D
• $12,000,000 — ommon stock, with a grant date value of $12,000,000, in the case of Mr. Joyner, and $6,000,
• $6,000,000 — 000,000, in the case of Mr. Joyner, and $6,000,000, in the case of Mr. Shah. The premium-p

Filing Documents

• d828431d8k.htm (8-K) — 33KB
• d828431dex101.htm (EX-10.1) — 52KB
• d828431dex991.htm (EX-99.1) — 12KB
• g828431g1116064733982.jpg (GRAPHIC) — 2KB
• 0001193125-24-260405.txt ( ) — 243KB
• cvs-20241112.xsd (EX-101.SCH) — 3KB
• cvs-20241112_lab.xml (EX-101.LAB) — 17KB
• cvs-20241112_pre.xml (EX-101.PRE) — 11KB
• d828431d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 12, 2024 CVS HEALTH CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-01011 05-0494040 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) One CVS Drive Woonsocket , Rhode Island 02895 (Address of Principal Executive Offices, and Zip Code) (401) 765-1500 Registrant's Telephone Number, Including Area Code N/A (Former name, former address and former fiscal year, if changed since last report) 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communication 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 (17 CFR 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 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. Item1.01 Entry into a Material Definitive Agreement. On November 17, 2024, CVS Health Corporation (the "Company") entered into a confidentiality agreement (the "Confidentiality Agreement") with Glenview Capital Management, LLC ("Glenview"). The Confidentiality Agreement provides for, among other things, the sharing of certain of the Company's confidential information with Glenview and imposes confidentiality and related obligations on Glenview and its affiliates and representatives with respect to such information. Pursuant to the Confidentiality Agreement, the Company also agreed to increase the size of the Company's Board of Directors (the "Board") by four and to appoint Leslie Norwalk, Larry Robbins, Guy Sansone and Doug Shulman to the Board. The Confidentiality Agreement provides that the Company will nominate each of Ms. Norwalk, Mr. Robbins, Mr. Sansone and Mr. Shulman for election at the Company's 2025 annual meeting of stockholders and use its reasonable best efforts to cause their election at such annual meeting. The Company also agreed to appoint Ms. Norwalk to the Health Services and Technology ("HS&T") Committee of the Board and Mr. Sansone to the Audit Committee of the Board. Pursuant to the Confidentiality Agreement, Glenview and its affiliates and representatives have agreed to abide by certain customary standstill restrictions, which remain in effect until the thirtieth day prior to the commencement of the stockholder director nomination window for the Company's 2026 annual meeting of stockholders, subject to earlier termination in certain limited circumstances as set forth in the Confidentiality Agreement. The Company and Glenview have also agreed to certain non-disparagement obligations. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Confidentiality Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Item 1.01 is incorporated herein by reference. On November 17, 2024, Ms. Norwalk, Mr. Robbins, Mr. Sansone and Mr. Shulman were appointed to the Board. In connection with the appointments of Mr. Robbins, Ms. Norwalk, Mr. Sansone and Mr. Shulman, the size of the Board was increased from 12 to 16 members. Ms. Norwalk was appointed to the HS&T Committee of the Board, Mr. Sansone was appointed to the Audit Committee of the Board and Mr. Shulman was appointed to the Management Planning and Development ("MP&D") Committee of the Board. Except for the Confidentiality Agreement, there were no arrangements or understandings pursuant to which Ms. Norwalk, Mr. Robbins, Mr. Sansone or Mr. Shulman were appointed to the Board. The Company and its subsidiaries have paid Ms. N

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