UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 10, 2017
CVS HEALTH 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company in 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. ☐
| 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 10, 2017 (the “Annual Meeting”). The proposals below are described in detail in the proxy statement filed by the Company on March 31, 2017 (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). In addition, management proposals regarding the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017 (Proposal 2), anon-binding resolution regarding approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal 3), and approval of the Company’s 2017 Incentive Compensation Plan (Proposal 5), were approved. Anon-binding resolution recommending the frequency of future stockholder advisory votes on executive compensation resulted in a recommendation of every (1) year (Proposal 4), and the Company has therefore determined to hold such votes on an annual basis. In addition, a stockholder proposal requesting a reduction in the ownership threshold required for stockholders to call special meetings of stockholders (Proposal 6) received a majority of votes in favor, a stockholder proposal requesting a report on executive pay (Proposal 7) was rejected, and a stockholder proposal requesting a report on renewable energy targets (Proposal 8) was withdrawn at the meeting.
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| | | | | For | | | Against | | | Abstained | | | Broker Non-Votes | |
1. | | The election, forone-year terms, of persons nominated for directors, all as set forth in the Company’s Proxy Statement, was approved by the following votes: | | | | | | | | | | | | | | | | |
| | | | | |
| | Richard M. Bracken | | | 797,941,022 | | | | 4,884,938 | | | | 1,404,336 | | | | 101,479,483 | |
| | C. David Brown II | | | 780,757,944 | | | | 22,053,442 | | | | 1,418,910 | | | | 101,479,483 | |
| | Alecia A. DeCoudreaux | | | 798,073,076 | | | | 4,739,997 | | | | 1,417,223 | | | | 101,479,483 | |
| | Nancy-Ann M. DeParle | | | 798,522,221 | | | | 4,375,604 | | | | 1,332,471 | | | | 101,479,483 | |
| | David W. Dorman | | | 779,442,430 | | | | 23,391,705 | | | | 1,396,161 | | | | 101,479,483 | |
| | Anne M. Finucane | | | 517,275,532 | | | | 284,795,815 | | | | 2,158,949 | | | | 101,479,483 | |
| | Larry J. Merlo | | | 797,215,796 | | | | 5,734,454 | | | | 1,280,046 | | | | 101,479,483 | |
| | Jean-Pierre Millon | | | 795,713,706 | | | | 7,149,118 | | | | 1,367,472 | | | | 101,479,483 | |
| | Mary L. Schapiro | | | 797,806,007 | | | | 5,140,188 | | | | 1,284,101 | | | | 101,479,483 | |
| | Richard J. Swift | | | 716,676,102 | | | | 85,737,951 | | | | 1,816,243 | | | | 101,479,483 | |
| | William C. Weldon | | | 782,844,427 | | | | 19,965,118 | | | | 1,420,751 | | | | 101,479,483 | |
| | Tony L. White | | | 782,808,179 | | | | 20,002,450 | | | | 1,419,667 | | | | 101,479,483 | |
| | | | | |
2. | | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year, as set forth in the Company’s Proxy Statement, was approved by the following vote: | | | 887,791,011 | | | | 15,560,069 | | | | 2,358,699 | | | | — | |
| | | | | |
3. | | Company proposal to approve, by anon-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: | | | 491,213,451 | | | | 310,656,613 | | | | 2,360,232 | | | | 101,479,483 | |
| | | | | |
4. | | Company proposal seeking a recommendation regarding the frequency of future stockholder votes on executive compensation resulted in a recommendation of every one (1) year, with the following votes recorded: | |
| One year:
779,521,399 |
| |
| Two years:
2,068,989 |
| |
| Three years:
20,602,651 |
| |
| Abstain:
2,001,027 |
|
| | | | | |
5. | | Company proposal to approve the Company’s 2017 Incentive Compensation Plan was approved by the following vote: | | | 750,144,703 | | | | 51,580,855 | | | | 2,504,738 | | | | 101,479,483 | |
| | | | | | | | | | | | | | | | | | |
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6. | | Stockholder proposal requesting a a reduction in the ownership threshold required for stockholders to call a special meeting of stockholders was approved by the following vote: | | | 419,689,081 | | | | 381,708,195 | | | | 2,833,020 | | | | 101,479,483 | |
| | | | | |
7. | | Stockholder proposal requesting a report on the Company’s executive pay was rejected by the following vote: | | | 56,460,743 | | | | 704,635,126 | | | | 43,134,052 | | | | 101,479,483 | |
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8. | | Stockholder proposal requesting a report on the feasibility of renewable energy targets was withdrawn at the time of the meeting and therefore no vote was recorded. | | | | | | | | | | | | | | | | |
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.
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| CVS HEALTH CORPORATION |
| |
| By: | | /s/ Colleen M. McIntosh |
| | Colleen M. McIntosh Senior Vice President and Corporate Secretary |
| |
| | Dated: May 12, 2017 |
