Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☐		Definitive Proxy Statement

☒		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

Express Scripts Holding Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 11, 2017.


	Meeting Information
EXPRESS SCRIPTS HOLDING COMPANY
	Meeting Type: Annual Meeting
	For holders as of: March 13, 2017
	Date: May 11, 2017 Time: 8:00 a.m., CDT
	Location:	Principal Executive Offices of the Company
		One Express Way
EXPRESS SCRIPTS HOLDING COMPANY ONE EXPRESS WAY SAINT LOUIS, MO 63121		Saint Louis, Missouri 63121
	You are receiving this communication because you hold shares in the company named above.
	This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com , scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
	We encourage you to access and review all of the important information contained in the proxy materials before voting.
	See the reverse side of this notice to obtain proxy materials and voting instructions.

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Before You Vote How to Access the Proxy Materials
	Proxy Materials Available to VIEW or RECEIVE:

	NOTICE AND PROXY STATEMENT ANNUAL REPORT

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How To Vote

Please Choose One of the Following Voting Methods


		Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
		Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
		Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


Voting Items

The Board of Directors recommends you vote FOR each of the following nominees:

Election of Directors

Nominees:

1a.

Maura C. Breen

1b.

William J. DeLaney

1c.

Elder Granger, MD, MG, USA (Retired)

1d.

Nicholas J. LaHowchic

1e.

Thomas P. Mac Mahon

1f.

Frank Mergenthaler

1g.

Woodrow A. Myers, Jr., MD

1h.

Roderick A. Palmore

1i.

George Paz

1j.

William L. Roper, MD, MPH

1k.

Seymour Sternberg


		1l.		Timothy Wentworth

The Board of Directors recommends you vote FOR each of the following proposals:

2.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for 2017.

3.	To approve, by non-binding vote, executive compensation.

The Board of Directors recommends you vote for
“EVERY 1 YEAR” on the following proposal:

4.	To recommend, by non-binding vote, the frequency of executive compensation votes.

The Board of Directors recommends you vote AGAINST each of the following proposals:

5.	Stockholder proposal requesting the Board adopt a policy and amend the Company’s governance documents, as necessary, to require the Chairman of the Board, whenever possible, to be an independent member of the Board.

Stockholder proposal requesting the Company to report annually to the Board and stockholders, identifying whether there exists a gender pay-gap among the Company’s employees, and if so, the measures being taken to eliminate any such pay disparities and to facilitate an environment that promotes opportunities for equal advancement of women.

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