Summary
This Form 8-K filed by CVS Caremark Corporation on May 13, 2012, details the outcomes of its Annual Meeting of Stockholders held on May 10, 2012. The primary focus for investors is the approval of an amendment to the company's Certificate of Incorporation. This amendment will allow stockholders to take action by written consent, provided it is not less than unanimous, which generally provides shareholders with more direct means to influence corporate governance. Additionally, the filing confirms the election of all ten director nominees and the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2012. The compensation of named executive officers was also approved on a non-binding basis. Notably, a shareholder proposal requesting a semi-annual report on political contributions was rejected.
Key Highlights
- 1CVS Caremark Corporation's stockholders approved an amendment to the Certificate of Incorporation allowing for stockholder action by written consent (less than unanimous).
- 2All ten nominated directors were elected to the Board of Directors for one-year terms.
- 3Ernst & Young LLP was ratified as the independent registered public accounting firm for the 2012 fiscal year.
- 4A non-binding shareholder vote approved the compensation of the company's named executive officers.
- 5A shareholder proposal requesting a semi-annual report on political contributions was rejected by the stockholders.
- 6The company filed an amended and restated set of By-laws to outline the procedural requirements for stockholder action by written consent.