CVS Health (CVS) 8-K Amendments to Articles of Incorporation or Bylaws

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 11, 2011

CVS CAREMARK CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-01011	05-0494040
(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

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 (see General Instruction A.2. below):

¨ 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))

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 11, 2011, immediately following the 2011 Annual Meeting of Stockholders (the “Annual Meeting”), the Board of Directors of the Company elected Mr. David W. Dorman Chairman of the Board. Mr. Dorman, former Chairman and Chief Executive Officer of AT&T and a member of the CVS Caremark Board since 2006, was previously determined to be “independent” pursuant to the Company’s categorical standards for director independence and the Corporate Governance Rules of the New York Stock Exchange. The Board therefore amended and restated the Company’s By-laws to remove a reference to the position of lead director, and also to provide that certain notices to directors may be delivered by e-mail, in addition to other methods of delivery. The description of the amended By-laws contained herein is qualified in its entirety by reference to the full text of the By-laws, as amended and restated, which is filed as Exhibit 3.2 attached hereto and incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following are the voting results on each matter submitted to the Company’s stockholders at the Annual Meeting. The proposals below (other than the proposal raised from the floor) are described in detail in the Proxy Statement for the Annual Meeting (the “Proxy Statement”). At the Annual Meeting, the 12 nominees for director were elected to the Company’s Board of Directors for a term of one year (Proposal 1 below). In addition, management proposals regarding ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011 and non-binding approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposals 2-3), and a stockholder proposal requesting that the Board take steps to allow stockholders the right to act by written consent (Proposal 6), were approved. As recommended by the Company’s management, the stockholders recommended an annual advisory vote regarding the Company’s executive compensation (Proposal 4). A stockholder proposal requesting a report on political contributions (Proposal 5) was rejected. Finally, a stockholder proposal raised from the floor of the Annual Meeting, requesting a report regarding the Company’s role with the U.S. Chamber of Commerce, was rejected.

		For		Against		Abstained		Broker Non-Votes
1.	The election, for one-year terms, of all persons nominated for directors, as set forth in the Company’s Proxy Statement, was approved by the following votes:
	Edwin M. Banks		1,067,762,143		5,016,138		2,984,665		290,401,650
	C. David Brown II		1,047,368,531		25,425,268		2,969,147		290,401,650
	David W. Dorman		1,046,849,721		25,969,731		2,943,494		290,401,650
	Anne M. Finucane		1,067,985,786		4,702,565		3,074,595		290,401,650
	Kristen Gibney Williams		1,067,843,001		4,897,496		3,022,449		290,401,650
	Marian L. Heard		1,043,826,502		28,947,161		2,989,283		290,401,650
	Larry J. Merlo		1,068,974,963		3,877,839		2,910,144		290,401,650
	Jean-Pierre Millon		1,068,316,836		4,422,803		3,023,307		290,401,650
	Terrence Murray		1,042,863,357		29,921,213		2,978,376		290,401,650
	C.A. Lance Piccolo		1,056,998,336		15,721,303		3,043,307		290,401,650
	Richard J. Swift		1,002,189,159		70,545,341		3,028,446		290,401,650
	Tony L. White		1,055,201,857		17,463,651		3,097,438		290,401,650
2.	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2011 fiscal year, as set forth in the Company’s Proxy Statement, was approved by the following vote:		1,164,298,017		6,523,903		4,715,592
3.	Company proposal to approve, by a non-binding vote, the compensation of the Company’s named executive officers, as set forth in the Company’s Proxy Statement, was approved by the following vote:		982,905,158		84,500,957		8,456,831		290,401,650
		Annual		Biennial		Triennial		Abstain		Broker Non-Vote
4.	Company proposal to recommend, by a non-binding vote, the frequency of future stockholder votes on executive compensation, resulted in a recommendation of an annual vote, as follows:		911,847,490		9,370,600		148,969,751		5,575,105		290,401,650
		For		Against		Abstained		Broker Non-Votes
5.	Stockholder proposal requesting a report on political contributions and expenditures, as set forth in the Company’s Proxy Statement, was rejected by the following vote:		358,553,602		559,012,384		158,196,960		290,401,650

		For		Against		Abstained		Broker Non-Votes
6.	Stockholder proposal requesting that the Board take steps to provide stockholders the right to act by written consent, as set forth in the Company’s Proxy Statement, was approved by the following vote:		599,673,779		454,703,460		21,385,707		290,401,650
	Other matters: Stockholder proposal raised from the floor of the Annual Meeting requesting a report regarding the Company’s role with the U.S. Chamber of Commerce was rejected by the following vote:		445,952		1,075,316,993		—		—

Item 9. Financial Statements and Exhibits

Item 9.01. Financial Statements

(d) Exhibits

Exhibit No. Description

3.2 By-laws of CVS Caremark Corporation, as amended and restated.

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 CAREMARK CORPORATION
By:	/s/ David M. Denton
	David M. Denton Executive Vice President and Chief Financial Officer
	Dated: May 13, 2011