8-KShareholder MattersExhibits & Filings

CVS HEALTH Corp 8-K Report, Shareholder Vote Results (May 16, 2022)

Filed May 16, 2022For Securities:CVS

Summary

CVS Health Corporation (CVS) filed an 8-K report on May 15, 2022, detailing the voting results from its Annual Meeting of Stockholders held on May 11, 2022. The meeting saw overwhelming approval for the re-election of all 11 director nominees and the ratification of Ernst & Young LLP as the company's independent registered public accounting firm for 2022. Additionally, a shareholder advisory vote to approve the compensation of named executive officers received majority support. In contrast, all five shareholder proposals, which addressed topics such as lowering the threshold for special meetings, the role of an independent Board Chair, civil rights audits, paid sick leave, and reporting on public health costs of its food business, were not approved by the stockholders. The report indicates a strong consensus among shareholders on corporate governance and executive compensation, while rejecting the specific shareholder initiatives put forth.

Key Highlights

  • 1All 11 director nominees were re-elected for one-year terms with substantial support.
  • 2Ernst & Young LLP was ratified as the independent registered public accounting firm for 2022.
  • 3Shareholders approved, on an advisory basis, the compensation of named executive officers.
  • 4All five shareholder proposals presented at the meeting were not approved.
  • 5Shareholder proposals covered topics including special meeting thresholds, independent board chair, civil rights audits, paid sick leave, and public health cost reporting.
  • 6A significant majority of common stock shares, as represented by proxy or in person, constituted a quorum for the meeting.
  • 7Broker non-votes were recorded for most matters, particularly director elections and executive compensation.

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