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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i401)
i765-1500
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:
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, par value $0.01 per share
iCVS
iNew
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
i☐
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 13, 2021 (the “Annual Meeting”). The proposals below are described in detail in the proxy statement filed by the Company on April 2, 2021 (the “Proxy Statement”). There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,125,585,859 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 2021 (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. Two stockholder proposals (Items 4 and 5) 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
938,497,569
6,752,228
1,739,933
178,596,129
C.
David Brown II
886,622,076
58,658,214
1,709,440
178,596,129
Alecia A. DeCoudreaux
940,348,495
5,023,246
1,617,989
178,596,129
Nancy-Ann M. DeParle
938,644,542
6,939,966
1,405,222
178,596,129
David
W. Dorman
820,655,573
122,465,159
3,868,998
178,596,129
Roger N. Farah
925,968,715
19,296,491
1,724,524
178,596,129
Anne M. Finucane
920,718,682
24,829,190
1,441,858
178,596,129
Edward
J. Ludwig
936,314,128
9,069,809
1,605,793
178,596,129
Karen S. Lynch
935,515,848
10,201,413
1,272,469
178,596,129
Jean-Pierre Millon
917,470,260
27,849,807
1,669,663
178,596,129
Mary
L. Schapiro
940,106,110
5,462,954
1,420,666
178,596,129
William C. Weldon
925,386,817
19,991,798
1,611,115
178,596,129
Tony L. White
920,006,541
25,203,666
1,779,523
178,596,129
2.
Company
proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021, as set forth in the Company’s Proxy Statement, was approved by the following vote:
1,100,737,544
22,778,126
2,070,189
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 approved by the following vote:
851,824,270
91,423,549
3,741,911
178,596,129
4.
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:
350,325,582
592,589,356
4,074,792
178,596,129
5.
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:
233,712,651
709,182,656
4,094,423
178,596,129
1
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:
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
2
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.