FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 20, 2025 · 1y ago · Accession 0000064803-25-000015

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 20, 2025 ( May 15, 2025 ) 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 5.07 Submission of Matters to a Vote of Security Holders. The following are the voting results on each matter submitted to the stockholders of CVS Health Corporation (the “Company”) at the Annual Meeting of Stockholders held on May 15, 2025 (the “Annual Meeting”). The proposals below are described in detail in the proxy statement filed by the Company on April 4, 2025 (the “Proxy Statement”). There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,125,353,195 shares of the Company’s common stock, constituting a quorum. At the Annual Meeting, the 13 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 2025 (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. One stockholder proposal (Item 4) was 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 Proxy Statement, was approved by the following votes: Fernando Aguirre 988,213,560  24,323,188  1,486,503  111,329,944  Jeffrey R. Balser, M.D., Ph.D. 1,007,796,427  4,790,577  1,436,247  111,329,944  C. David Brown II 926,442,420  86,047,695  1,533,136  111,329,944  Alecia A. DeCoudreaux 987,275,298  24,766,421  1,981,532  111,329,944  Roger N. Farah 991,187,212  18,637,931  4,198,108  111,329,944  Anne M. Finucane 962,972,424  49,579,648  1,471,179  111,329,944  J. David Joyner 1,003,245,141  9,386,020  1,392,090  111,329,944  J. Scott Kirby 987,828,889  24,644,705  1,549,657  111,329,944  Michael F. Mahoney 953,838,089  58,095,208  2,089,954  111,329,944  Leslie V. Norwalk 943,470,869  66,401,988  4,150,394  111,329,944  Larry M. Robbins 1,005,043,459  7,441,109  1,538,683  111,329,944  Guy P. Sansone 1,004,974,647  7,503,475  1,545,129  111,329,944  Douglas H. Shulman 990,906,959  21,588,021  1,528,271  111,329,944  2. Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025, as set forth in the Proxy Statement, was approved by the following vote: 1,104,541,067  19,205,277  1,606,851  None 3. Company proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, was approved by the following vote: 597,945,237  413,324,138  2,753,876  111,329,944  4. Stockholder proposal for reducing the threshold for the Company’s stockholder right to act by written consent, as set forth in the Proxy Statement, was not approved by the following vote: 431,195,972  577,886,190  4,941,089  111,329,944  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 20, 2025 By: /s/ Kristina V. Fink Kristina V. Fink Senior Vice President, Corporate Secretary and Chief Governance Officer
Filing details
Ticker
CVS
CIK
64803
Form type
8-K
Filing date
May 20, 2025
Report date
May 15, 2025
Document
cvs-20250515.htm
Size
180 KB