Summary
This Form 8-K filing by CVS Caremark Corporation on May 13, 2011, primarily reports on key corporate governance changes and the outcomes of its 2011 Annual Meeting of Stockholders. A significant event was the election of Mr. David W. Dorman as Chairman of the Board, effective immediately following the annual meeting on May 11, 2011. This change led to an amendment of the Company's By-laws to reflect the new leadership structure and to modernize notice procedures for directors. Furthermore, the filing provides detailed voting results for various proposals presented at the annual meeting. Investors would note the overwhelming approval for the election of directors, the ratification of Ernst & Young LLP as the independent auditor for 2011, and the non-binding approval of executive compensation. Notably, stockholders also approved a proposal granting them the right to act by written consent, while rejecting a proposal requesting a report on political contributions.
Key Highlights
- 1David W. Dorman elected as Chairman of the Board, effective May 11, 2011.
- 2CVS Caremark Corporation's By-laws were amended and restated to reflect the new Chairman and to allow for email delivery of certain director notices.
- 3All 12 director nominees were overwhelmingly elected to the Board of Directors.
- 4The appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2011 was ratified.
- 5Stockholders approved, by a non-binding vote, the compensation of the Company's named executive officers.
- 6A stockholder proposal to allow stockholders the right to act by written consent was approved.
- 7A stockholder proposal requesting a report on political contributions and expenditures was rejected.