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CVS CVS Health

Filed: 17 May 21, 4:40pm

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 17, 2021(May 13, 2021)
cvs-20210513_g1.jpg
CVS HEALTH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware001-0101105-0494040
(State or other jurisdiction of incorporation)(Commission
File Number)
(IRS Employer
Identification No.)

One CVS Drive, Woonsocket, Rhode Island        02895
(Address of principal executive offices)            (Zip Code)

Registrant’s telephone number, including area code:         (401) 765-1500
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:

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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCVSNew 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
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.

ItemForAgainstAbstainedBroker 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 Aguirre938,497,569 6,752,228 1,739,933 178,596,129 
C. David Brown II886,622,076 58,658,214 1,709,440 178,596,129 
Alecia A. DeCoudreaux940,348,495 5,023,246 1,617,989 178,596,129 
Nancy-Ann M. DeParle938,644,542 6,939,966 1,405,222 178,596,129 
David W. Dorman820,655,573 122,465,159 3,868,998 178,596,129 
Roger N. Farah925,968,715 19,296,491 1,724,524 178,596,129 
Anne M. Finucane920,718,682 24,829,190 1,441,858 178,596,129 
Edward J. Ludwig936,314,128 9,069,809 1,605,793 178,596,129 
Karen S. Lynch935,515,848 10,201,413 1,272,469 178,596,129 
Jean-Pierre Millon917,470,260 27,849,807 1,669,663 178,596,129 
Mary L. Schapiro940,106,110 5,462,954 1,420,666 178,596,129 
William C. Weldon925,386,817 19,991,798 1,611,115 178,596,129 
Tony L. White920,006,541 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 
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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:

INDEX TO EXHIBIT
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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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 17, 2021By:/s/ Colleen M. McIntosh
Colleen M. McIntosh
Senior Vice President, Corporate Secretary
and Chief Governance Officer