CVS Health Files 2024 Proxy Statement

Ticker: CVS · Form: DEF 14A · Filed: Apr 5, 2024 · CIK: 64803

Cvs Health CORP DEF 14A Filing Summary
FieldDetail
CompanyCvs Health CORP (CVS)
Form TypeDEF 14A
Filed DateApr 5, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$358 b, $13.4 billion, $5 billion, $357.8 b, $6.47
Sentimentneutral

Sentiment: neutral

Topics: CVS Health, Proxy Statement, DEF 14A, Executive Compensation, Shareholder Meeting

TL;DR

<b>CVS Health has filed its 2024 DEF 14A proxy statement detailing executive compensation and corporate governance for the fiscal year 2023.</b>

AI Summary

CVS HEALTH Corp (CVS) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. CVS Health Corporation filed its DEF 14A proxy statement on April 5, 2024. The filing covers the fiscal year ending December 31, 2023. It details executive compensation and related matters for the reporting period. The company's principal executive offices are located at One CVS Dr., Woonsocket, RI 02895. CVS Health Corporation was formerly known as CVS CAREMARK CORP and CVS CORP.

Why It Matters

For investors and stakeholders tracking CVS HEALTH Corp, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive pay structures and voting matters, enabling informed participation in corporate decisions. Understanding the details of executive compensation and any proposed changes is vital for assessing management's alignment with shareholder interests and the company's financial health.

Risk Assessment

Risk Level: low — CVS HEALTH Corp shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant strategic shifts, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions at the upcoming shareholder meeting.

Key Numbers

Key Players & Entities

FAQ

When did CVS HEALTH Corp file this DEF 14A?

CVS HEALTH Corp filed this Proxy Statement (DEF 14A) with the SEC on April 5, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CVS HEALTH Corp (CVS).

Where can I read the original DEF 14A filing from CVS HEALTH Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CVS HEALTH Corp.

What are the key takeaways from CVS HEALTH Corp's DEF 14A?

CVS HEALTH Corp filed this DEF 14A on April 5, 2024. Key takeaways: CVS Health Corporation filed its DEF 14A proxy statement on April 5, 2024.. The filing covers the fiscal year ending December 31, 2023.. It details executive compensation and related matters for the reporting period..

Is CVS HEALTH Corp a risky investment based on this filing?

Based on this DEF 14A, CVS HEALTH Corp presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant strategic shifts, indicating a low level of immediate risk.

What should investors do after reading CVS HEALTH Corp's DEF 14A?

Shareholders should review the executive compensation details and any proposed resolutions to make informed voting decisions at the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does CVS HEALTH Corp compare to its industry peers?

CVS Health operates within the retail pharmacy and healthcare services industry, a sector characterized by significant regulatory oversight and evolving consumer demands.

Are there regulatory concerns for CVS HEALTH Corp?

As a publicly traded company, CVS Health is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) to disclose information relevant to shareholder voting and corporate governance.

Industry Context

CVS Health operates within the retail pharmacy and healthcare services industry, a sector characterized by significant regulatory oversight and evolving consumer demands.

Regulatory Implications

As a publicly traded company, CVS Health is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) to disclose information relevant to shareholder voting and corporate governance.

What Investors Should Do

  1. Review the detailed executive compensation tables for named executive officers.
  2. Examine proposals presented for shareholder vote, such as director elections and advisory resolutions on executive compensation.
  3. Note any changes in corporate governance practices or policies outlined in the filing.

Key Dates

Year-Over-Year Comparison

This filing is a standard DEF 14A proxy statement, providing updated information for the current fiscal year compared to previous filings.

Filing Stats: 4,600 words · 18 min read · ~15 pages · Grade level 12.7 · Accepted 2024-04-05 16:06:58

Key Financial Figures

Filing Documents

: Election of Directors

Item 1: Election of Directors 25 The Board's Role and Activities in 2023 31 Board Structure and Processes 32 Committees of the Board 42 Audit Committee Matters 42

: Ratification of the Appointment of Our Independent Registered Public

Item 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2024 44

Executive Compensation and Related Matters

Executive Compensation and Related Matters 44

: Say on Pay, a Proposal to Approve, on an Advisory Basis, the Company's

Item 3: Say on Pay, a Proposal to Approve, on an Advisory Basis, the Company's

Executive Compensation

Executive Compensation 46 Letter from the Management Planning and Development Committee 47 Compensation Committee Report 48 Compensation Discussion and Analysis 51 Summary 56 2023 Business and Performance Highlights 56

Executive Compensation Program Discussion

Executive Compensation Program Discussion 79 Compensation of Named Executive Officers 79 Summary Compensation Table 81 Grants of Plan-Based Awards 83 Outstanding Equity Awards at Fiscal Year-End 84 Option Exercises and Stock Vested 85 Pension Benefits 86 Nonqualified Deferred Compensation 87 Payments/(Forfeitures) Under Termination Scenarios 93 CEO Pay Ratio 94 Pay Versus Performance 98 Management Proposal 98

: Proposal to Amend the Company's 2017 Incentive Compensation

Item 4: Proposal to Amend the Company's 2017 Incentive Compensation Plan to Increase the Number of Shares Authorized to Be Issued Under the Plan 108 Stockholder Proposals 108

: Stockholder Proposal Requesting an Independent, Third Party Worker

Item 5: Stockholder Proposal Requesting an Independent, Third Party Worker Rights Assessment and Report 111

: Stockholder Proposal to Prohibit the Re-nomination of Any Director

Item 6: Stockholder Proposal to Prohibit the Re-nomination of Any Director Who Fails to Receive a Majority Vote 114

: Stockholder Proposal for Stockholder Right to Vote on "Excessive"

Item 7: Stockholder Proposal for Stockholder Right to Vote on "Excessive" Golden Parachutes 117

: Stockholder Proposal Requesting a Policy Requiring Our Directors to

Item 8: Stockholder Proposal Requesting a Policy Requiring Our Directors to Disclose Their Expected Allocation of Hours Among All Formal Commitments 120 120 Executive Officer and Director Stock Ownership Requirements 121 Share Ownership of Directors and Certain Executive Officers 122 Share Ownership of Principal Stockholders 123 Other Information 123 Information About the Annual Meeting and Voting 126 Stockholder Proposals and Other Business for Our Annual Meeting in 2025 127 Other Matters A-1 Annex A – Reconciliation of Certain Amounts to the Most Directly Comparable GAAP Measure B-1 Annex B – 2017 Incentive Compensation Plan of CVS Health Corporation, as Proposed to be Amended ii CVS Health Back to Contents Notice of Annual Meeting of Stockholders May 16, 2024 8:00 a.m., Eastern Time The Annual Meeting will be held exclusively online at www.virtualshareholdermeeting.com/CVS2024 You are cordially invited to join our 2024 Annual Meeting of Stockholders, to be held on Thursday, May 16, 2024, at 8:00 a.m., Eastern Time. Our Annual Meeting will be conducted exclusively online. Items to be Voted Elect 12 director nominees named in this proxy statement; Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024; Say on pay, an advisory vote to approve the Company's executive compensation; Adopt amendments to the Company's 2017 Incentive Compensation Plan; Act on 4 stockholder proposals, if properly presented; and Conduct any other business properly brought before the Annual Meeting. Eligibility to Vote Stockholders of record at the close of business on March 18, 2024 may vote at the Annual Meeting. By Order of the Board of Directors, Colleen M. McIntosh Senior Vice President, Corporate Secretary and Chief Governance Officer CVS Health Corporation One CVS Drive Woonsocket, Rhode Island 02895 (principal executive off

executive compensation

executive compensation Our executive compensation program reflects our unwavering commitment to paying for performance and reflects feedback received from stockholder outreach FOR 44-45 ITEM 4 Adopt amendments to the Company's 2017 Incentive Compensation Plan (the "2017 ICP") The amendments to our 2017 ICP will replenish the shares available under the plan and replace two recently acquired existing equity compensation plans; it will be an important tool to attract and retain quality executives and employees FOR 98-107 ITEMS 5-8 Stockholder proposals See the Board of Directors' statement of opposition AGAINST each stockholder proposal AGAINST 108-119 4 CVS Health Back to Contents The CVS Health Board Edward J. Ludwig, an independent member of the Board of Directors (the "Board"), will not be standing for re-election and is retiring from the Board at the 2024 Annual Meeting after an accomplished 30-plus year career in the field of medical technology. Upon the retirement of Mr. Ludwig, the size of the Board will be reduced to 12 directors. You are asked to vote on the election of the following 12 nominees to serve on the Board of CVS Health Corporation ("CVS Health" or the "Company"). All directors are elected by a majority of votes cast, and all presently serve on the Board. The information below reflects the current leadership and expected membership of each of the Board's committees after the Annual Meeting. Director Since Independent Other Public Company Boards Committees Name A MP&D N&CG HS&T E Fernando Aguirre, 66 Former Chairman, President and CEO of Chiquita Brands International, Inc. 2018 YES 2 Jeffrey R. Balser, M.D., Ph.D., 62 President and Chief Executive Officer of Vanderbilt University Medical Center 2022 YES None C. David Brown II, 72 Partner and Former Member of Executive Committee of Nelson Mullins Riley & Scarborough LLP 2007 YES None Alecia A. DeCoudreaux, 69 Pres

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