Current Report Filing (8-k)
May 12 2017 - 4:47PM
Edgar (US Regulatory)
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 10, 2017
CVS HEALTH CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-01011
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05-0494040
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One CVS Drive
Woonsocket, Rhode Island
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02895
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Submission of Matters to a Vote of Security Holders.
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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 Companys 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 Companys independent
registered public accounting firm for 2017 (Proposal 2), a
non-binding
resolution regarding approval of the compensation of the Companys named executive officers as disclosed in the Proxy Statement
(Proposal 3), and approval of the Companys 2017 Incentive Compensation Plan (Proposal 5), were approved. A
non-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
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Against
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Abstained
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Broker Non-Votes
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1.
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The election, for
one-year
terms, of persons nominated
for directors, all as set forth in the Companys Proxy Statement, was approved by the following votes:
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Richard M. Bracken
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797,941,022
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4,884,938
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1,404,336
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101,479,483
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C. David Brown II
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780,757,944
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22,053,442
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1,418,910
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101,479,483
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Alecia A. DeCoudreaux
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798,073,076
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4,739,997
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1,417,223
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101,479,483
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Nancy-Ann
M. DeParle
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798,522,221
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4,375,604
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1,332,471
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101,479,483
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David W. Dorman
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779,442,430
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23,391,705
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1,396,161
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101,479,483
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Anne M. Finucane
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517,275,532
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284,795,815
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2,158,949
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101,479,483
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Larry J. Merlo
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797,215,796
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5,734,454
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1,280,046
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101,479,483
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Jean-Pierre Millon
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795,713,706
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7,149,118
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1,367,472
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101,479,483
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Mary L. Schapiro
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797,806,007
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5,140,188
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1,284,101
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101,479,483
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Richard J. Swift
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716,676,102
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85,737,951
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1,816,243
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101,479,483
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William C. Weldon
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782,844,427
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19,965,118
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1,420,751
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101,479,483
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Tony L. White
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782,808,179
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20,002,450
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1,419,667
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101,479,483
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2.
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Ratification of the appointment of Ernst & Young LLP as the Companys independent
registered public accounting firm for the 2017 fiscal year, as set forth in the Companys Proxy Statement, was approved by the following vote:
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887,791,011
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15,560,069
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2,358,699
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3.
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Company proposal to approve, by a
non-binding
vote, the
compensation of the Companys named executive officers, as set forth in the Companys Proxy Statement, was approved by the following vote:
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491,213,451
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310,656,613
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2,360,232
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101,479,483
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4.
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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:
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One year:
779,521,399
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Two years:
2,068,989
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Three years:
20,602,651
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Abstain:
2,001,027
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5.
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Company proposal to approve the Companys 2017 Incentive Compensation Plan was approved by
the following vote:
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750,144,703
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51,580,855
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2,504,738
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101,479,483
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6.
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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:
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419,689,081
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381,708,195
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2,833,020
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101,479,483
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7.
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Stockholder proposal requesting a report on the Companys
executive pay was rejected by the following vote:
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56,460,743
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704,635,126
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43,134,052
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101,479,483
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8.
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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.
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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
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By:
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/s/ Colleen M. McIntosh
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Colleen M. McIntosh
Senior Vice President
and
Corporate Secretary
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Dated: May 12, 2017
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