2014 Annual Meeting Notice



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 8, 2014
 
CVS CAREMARK CORPORATION
(Exact Name of Registrant
as Specified in its 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.):
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))









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 Caremark Corporation (the “Company”) at its Annual Meeting of Stockholders held on May 8, 2014 (the “Annual Meeting”). The proposals below are described in detail in the Proxy Statement relating to the Annual Meeting (the “Proxy Statement”). At the Annual Meeting, each of the nine nominees for director was 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 2014 (Proposal 2) and a non-binding resolution regarding approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal 3), were approved.


 
 
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:
 
 
 
 
 
 
 
 
 
 
 
C. David Brown II
909,269,627
20,084,523
4,270,834
84,159,746

 
Nancy-Ann M. DeParle
926,919,347
2,498,800
4,206,837
84,159,746

 
David W. Dorman
903,026,392
26,392,917
4,205,675
84,159,746

 
Anne M. Finucane
925,684,422
3,711,419
4,229,143
84,159,746

 
Larry J. Merlo
926,919,365
2,504,944
4,200,675
84,159,746

 
Jean-Pierre Millon
926,877,957
2,490,367
4,256,660
84,159,746

 
Richard J. Swift
853,341,966
76,014,234
4,268,784
84,159,746

 
William C. Weldon
909,469,815
19,907,263
4,247,906
84,159,746

 
Tony L. White
910,275,275
19,089,848
4,259,861
84,159,746

 
 
 
 
 
 
2.
  Ratification of the appointment of
 Ernst & Young LLP as the
 Company's independent registered
 public accounting firm for the 2014
 fiscal year, as set forth in the
 Company's Proxy Statement, was
 approved by the following vote:
1,007,574,322
5,506,412
4,703,996
—

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:
652,767,861
272,051,562
8,805,561
84,159,746








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/ Colleen M. McIntosh
 
 
 
Colleen M. McIntosh
Senior Vice President and
Corporate Secretary

 
 
 
Dated: May 9, 2014