8-KLeadership ChangesRegulation FDExhibits & Filings

CVS HEALTH Corp 8-K Report, Executive Changes (Oct 10, 2018)

Filed October 10, 2018For Securities:CVS

Summary

This 8-K filing by CVS Health Corporation (CVS) primarily announces significant changes to its Board of Directors in anticipation of the completion of its acquisition of Aetna Inc. The company is increasing the size of its Board from twelve to sixteen directors to accommodate four new members, three of whom are jointly designated by CVS Health and Aetna as part of the merger agreement, and one designated by CVS Health. These appointments are effective upon the completion of the acquisition. In addition to the board changes, CVS Health also announced a transition in its Chief Financial Officer role post-acquisition. Eva C. Boratto, currently Executive Vice President – Controller and Chief Accounting Officer, will be appointed as the new Executive Vice President and Chief Financial Officer, succeeding David M. Denton who will be leaving the company at closing. Shawn M. Guertin will continue in an advisory capacity through June 2019 to assist with integration and financial planning. These leadership transitions are crucial for the successful integration of Aetna and the strategic direction of the combined entity.

Key Highlights

  • 1CVS Health is increasing its Board of Directors size from 12 to 16 members.
  • 2Four new directors are being appointed to the Board, effective upon the completion of the Aetna acquisition.
  • 3Mark T. Bertolini, CEO of Aetna, will join the CVS Health Board.
  • 4Edward J. Ludwig, Roger N. Farah, and Fernando Aguirre, all Aetna directors, will also join the CVS Health Board.
  • 5Eva C. Boratto will be appointed as the new Executive Vice President and Chief Financial Officer upon closing of the Aetna acquisition.
  • 6David M. Denton, the current CFO, will depart CVS Health at the close of the acquisition.
  • 7Shawn M. Guertin will transition to an advisory role for integration and financial planning post-acquisition, remaining until June 2019.

Frequently Asked Questions

CVS Health is expanding its Board of Directors from 12 to 16 members in preparation for the completion of its acquisition of Aetna. This expansion is to accommodate new directors who will join the board as part of the merger agreement, ensuring representation and leadership continuity from the acquired company.

The new directors are Mark T. Bertolini (Chairman and CEO of Aetna), Edward J. Ludwig (Lead Director of Aetna), Roger N. Farah (Director of Aetna), and Fernando Aguirre (Director of Aetna). These appointments are effective upon the closing of the Aetna acquisition.

Following the closing of the Aetna acquisition, Eva C. Boratto will be appointed as the new Executive Vice President and Chief Financial Officer. The current CFO, David M. Denton, will be leaving CVS Health at that time. Shawn M. Guertin will remain with the company in an advisory capacity, assisting Ms. Boratto with integration and financial planning through June 2019.

The new directors will receive the same compensation and benefits as CVS Health's other non-employee directors. Additionally, they may receive certain payments and benefits related to the acquisition as disclosed in prior filings.