CVS Health Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CVS
Retail-Drug Stores and Proprietary Stores
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): | May 20, 2025 ( | ||||
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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 15, 2025 (the “Annual Meeting”). The proposals below are described in detail in the proxy statement filed by the Company on April 4, 2025 (the “Proxy Statement”). There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,125,353,195 shares of the Company’s common stock, constituting a quorum.
At the Annual Meeting, the 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 2025 (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. One stockholder proposal (Item 4) was 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 Proxy Statement, was approved by the following votes: | ||||||||||||||||
| Fernando Aguirre | 988,213,560 | 24,323,188 | 1,486,503 | 111,329,944 | |||||||||||||
| Jeffrey R. Balser, M.D., Ph.D. | 1,007,796,427 | 4,790,577 | 1,436,247 | 111,329,944 | |||||||||||||
| C. David Brown II | 926,442,420 | 86,047,695 | 1,533,136 | 111,329,944 | |||||||||||||
| Alecia A. DeCoudreaux | 987,275,298 | 24,766,421 | 1,981,532 | 111,329,944 | |||||||||||||
| Roger N. Farah | 991,187,212 | 18,637,931 | 4,198,108 | 111,329,944 | |||||||||||||
| Anne M. Finucane | 962,972,424 | 49,579,648 | 1,471,179 | 111,329,944 | |||||||||||||
| J. David Joyner | 1,003,245,141 | 9,386,020 | 1,392,090 | 111,329,944 | |||||||||||||
| J. Scott Kirby | 987,828,889 | 24,644,705 | 1,549,657 | 111,329,944 | |||||||||||||
| Michael F. Mahoney | 953,838,089 | 58,095,208 | 2,089,954 | 111,329,944 | |||||||||||||
| Leslie V. Norwalk | 943,470,869 | 66,401,988 | 4,150,394 | 111,329,944 | |||||||||||||
| Larry M. Robbins | 1,005,043,459 | 7,441,109 | 1,538,683 | 111,329,944 | |||||||||||||
| Guy P. Sansone | 1,004,974,647 | 7,503,475 | 1,545,129 | 111,329,944 | |||||||||||||
| Douglas H. Shulman | 990,906,959 | 21,588,021 | 1,528,271 | 111,329,944 | |||||||||||||
| 2. | Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025, as set forth in the Proxy Statement, was approved by the following vote: | 1,104,541,067 | 19,205,277 | 1,606,851 | None | ||||||||||||
| 3. | Company proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, was approved by the following vote: | 597,945,237 | 413,324,138 | 2,753,876 | 111,329,944 | ||||||||||||
| 4. | Stockholder proposal for reducing the threshold for the Company’s stockholder right to act by written consent, as set forth in the Proxy Statement, was not approved by the following vote: | 431,195,972 | 577,886,190 | 4,941,089 | 111,329,944 | ||||||||||||
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 20, 2025 | By: | /s/ Kristina V. Fink | ||||||
| Kristina V. Fink | ||||||||
| Senior Vice President, Corporate Secretary and | ||||||||
| Chief Governance Officer | ||||||||