SEC 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 19, 2016

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 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):
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 Health Corporation (the “Company”) at the Annual Meeting of Stockholders held on May 19, 2016 (the “Annual Meeting”). The proposals below are described in detail in the proxy statement filed by the Company on April 8, 2016 (the “Proxy Statement”). At the Annual Meeting, the 11 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 2016 (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. Stockholder proposals requesting a report on the alignment of the Company’s political contributions and its corporate values (Proposal 4) and requesting a report on executive pay (Proposal 5) were rejected.





 
For
   Against
Abstained
Broker Non-Votes
1. The election, for one-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
859,502,292
3,804,506
1,440,150
94,836,171

C. David Brown II
841,683,831
21,560,921
1,502,196
94,836,171

Alecia A. DeCoudreaux
860,979,464
2,379,419
1,388,065
94,836,171

Nancy-Ann M. DeParle
861,189,576
2,137,657
1,419,715
94,836,171

David W. Dorman
842,438,086
20,808,559
1,500,303
94,836,171

Anne M. Finucane
849,557,041
13,779,452
1,410,455
94,836,171

Larry J. Merlo
860,638,963
2,867,708
1,240,277
94,836,171

Jean-Pierre Millon
859,945,355
3,321,076
1,480,517
94,836,171

Richard J. Swift
779,563,716
81,927,589
3,255,643
94,836,171

William C. Weldon
843,115,815
20,078,999
1,552,134
94,836,171

Tony L. White
843,915,782
19,320,097
1,511,069
94,836,171

 
 
 
 
 
2. Ratification of the appointment of
       Ernst & Young LLP as the
       Company’s independent registered
       public accounting firm for the 2016
       fiscal year, as set forth in the
       Company’s Proxy Statement, was
       approved by the following vote:
950,956,355
6,745,154
1,881,610
—

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:
689,956,751
169,784,623
5,005,574
94,836,171

4. Stockholder proposal requesting a
report on the congruency of the
Company’s political contributions and its corporate values was rejected by
the following vote:
48,687,102
695,391,620
120,668,226
94,836,171

5. Stockholder proposal requesting a
report on the Company’s
executive pay was rejected by
the following vote:
59,207,680
756,944,695
48,594,573
94,836,171








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
 
 
 


 
 
 
By:
/s/ Colleen M. McIntosh
 
 
 
Colleen M. McIntosh
Senior Vice President and
Corporate Secretary

 
 
 
Dated: May 20, 2016