8-KLeadership ChangesOther EventsExhibits & Filings

CVS HEALTH Corp 8-K Report, Executive Changes (Jun 6, 2018)

Filed June 6, 2018For Securities:CVS

Summary

This 8-K filing from CVS Health on June 6, 2018, primarily announces the departure of Executive Vice President and Chief Financial Officer, David M. Denton, effective upon the closing of the Aetna acquisition or December 31, 2018, whichever comes first. Mr. Denton will receive a severance package including 24 months of continued base salary and subsidized benefits, along with pro-rated bonus and continued vesting for certain equity awards, contingent on meeting employment obligations and non-compete clauses. The filing also provides an update on the Aetna acquisition, reiterating that the transaction remains on track for a second-half 2018 closing, subject to regulatory approvals. Additionally, CVS Health announced its proposed senior management team expected to be in place post-acquisition. Compensation details for these new appointees are yet to be determined and will be finalized at the time of closing.

Key Highlights

  • 1David M. Denton, EVP and CFO, is departing CVS Health.
  • 2Denton's departure is tied to the closing of the Aetna acquisition or December 31, 2018.
  • 3Denton to receive 24 months of continued base salary and subsidized benefits as severance.
  • 4Severance package includes pro-rated 2018 bonus and continued vesting of some equity awards.
  • 5Denton must remain employed through the Aetna acquisition closing or year-end to receive severance.
  • 6Aetna acquisition remains on track for H2 2018 closing, pending regulatory approvals.
  • 7CVS Health announced its proposed senior management team for post-Aetna acquisition.

Frequently Asked Questions

David M. Denton, the current EVP and CFO, is leaving CVS Health. His departure is structured to align with the closing of the Aetna acquisition or the end of 2018. A new CFO will be appointed as part of the post-acquisition senior management team, with compensation details to be finalized later.

Mr. Denton is set to receive 24 months of continued base salary and subsidized benefits continuation. He will also receive a pro-rated bonus for 2018 and continued vesting for certain stock options and restricted stock units through the severance period. His departure and severance are contingent on him remaining with CVS Health until the earlier of the Aetna acquisition closing or December 31, 2018, and adherence to non-compete and non-solicitation covenants.

Yes, the filing reiterates that the acquisition of Aetna Inc. is still expected to close in the second half of 2018, provided that all regulatory approvals and other customary closing conditions are met.

Yes, CVS Health issued a press release announcing the proposed senior management team that is expected to be in place upon the closing of the Aetna acquisition. However, the specific compensation arrangements for these new members have not yet been determined and will be finalized at the time of their appointment, expected to coincide with the acquisition's closing.