Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 ( May 16, 2024 ) CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) One CVS Drive , Woonsocket , Rhode Island              02895 (Address of principal executive offices)            (Zip Code) Registrant’s telephone number, including area code:          ( 401 ) 765-1500 Former name or former address, if changed since last report:     N/A Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share CVS New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Section 5 - Corporate Governance and Management Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On May 16, 2024, CVS Health Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved amendments to the 2017 Incentive Compensation Plan of CVS Health Corporation (the “2017 ICP”), principally to increase the number of common shares of the Company available for issuance under the 2017 ICP by 33.5 million shares. The Management Planning and Development Committee and Board of Directors of the Company previously approved the amendments to the 2017 ICP, subject to stockholder approval. For a description of the principal terms of the 2017 ICP, see “Item 4: Proposal to Amend the Company’s 2017 Incentive Compensation Plan to Increase the Number of Shares Authorized to Be Issued Under the Plan” in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 5, 2024 (the “Proxy Statement”), which description is incorporated herein by reference. A copy of the 2017 ICP as amended is filed as Exhibit 10.1 to this report and is incorporated herein by reference. Forms of award agreements to be used under the 2017 ICP as amended are filed as Exhibit 10.2 and are incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. As noted above, the Company’s Annual Meeting was held on May 16, 2024. The following are the voting results on each matter submitted to the stockholders of the Company at the Annual Meeting. The proposals below are described in detail in the Proxy Statement. There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,108,671,384 shares of the Company’s common stock, constituting a quorum. At the Annual Meeting, the 12 nominees for director were elected to the Company’s Board of Directors for a term of one year (Item 1). The Company proposal regarding the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 (Item 2) was approved. The Company proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Item 3) was approved. The Company proposal to amend the Company’s 2017 ICP (Item 4) was approved. Four stockholder proposals (Items 5, 6, 7 and 8) were not approved. Item For Against Abstained Broker Non-Votes 1. The election, for one-year terms, of persons nominated for election as directors of the Company, as set forth in the Company’s Proxy Statement, was approved by the following votes: Fernando Aguirre 940,972,081  17,714,333  2,320,985  147,663,985  Jeffrey R. Balser, M.D., Ph.D. 952,315,470  6,535,538  2,156,391  147,663,985  C. David Brown II 900,742,834  58,026,802  2,237,763  147,663,985  Alecia A. DeCoudreaux 949,423,327  9,434,297  2,149,775  147,663,985  Nancy-Ann M. DeParle 943,732,215  15,085,521  2,189,663  147,663,985  Roger N. Farah 937,681,342  21,016,819  2,309,238  147,663,985  Anne M. Finucane 922,146,176  36,678,686  2,182,537  147,663,985  J. Scott Kirby 951,655,367  6,973,203  2,378,829  147,663,985  Karen S. Lynch 948,746,896  10,182,579  2,077,924  147,663,985  Michael F. Mahoney 950,214,863  8,413,118  2,379,418  147,663,985  Jean-Pierre Millon 926,293,860  32,454,490  2,259,049  147,663,985  Mary L. Schapiro 951,695,011  7,158,624  2,153,764  147,663,985  2. Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, as set forth in the Company’s Proxy Statement, was approved by the following vote: 1,082,869,069  22,941,366  2,860,949  None 3. Company proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Company’s Proxy Statement, was approved by the following vote: 818,001,447  139,313,232  3,692,720  147,663,985  4. Company proposal to amend the Company’s 2017 Incentive Compensation Plan to increase the number of shares authorized to be issued under the Plan, as set forth in the Company’s Proxy Statement, was approved by the following vote: 919,806,818  38,826,632  2,373,949  147,663,985  5. Stockholder proposal requesting an independent, third-party worker rights assessment and report, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 225,318,512  724,042,751  11,646,136  147,663,985  6. Stockholder proposal to prohibit the re-nomination of any director who fails to receive a majority vote, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 177,476,219  780,408,878  3,122,302  147,663,985  7. Stockholder proposal regarding stockholder right to vote on “excessive” golden parachutes, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 57,763,299  900,824,802  2,419,298  147,663,985  8. Stockholder proposal requesting a policy requiring our directors to disclose their expected allocation of hours among all formal commitments, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 24,053,378  933,918,239  3,035,782  147,663,985  Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1 2017 Incentive Compensation Plan of CVS Health Corporation, as amende d . 10.2 Forms of award agreements to be used under the 2017 ICP, as amende d . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CVS HEALTH CORPORATION Date: May 22, 2024 By: /s/ Kristina V. Fink Kristina V. Fink Senior Vice President, Corporate Secretary and Chief Governance Officer