CVS Health

Annual Meeting of Stockholders

2018 was a year marked by tremendous change in the industry, and CVS Health was at the center of it all. In a health care landscape scarred by an overly complex system, which has been delivering inconsistent outcomes to patients for years, CVS Health’s acquisition of Aetna brings together two premier health-centric companies that are best positioned to reshape the health care landscape. 

 

David W. Dorman
Chair of the Board

Larry J. Merlo
President and Chief Executive Officer

Meeting Information

Date and Time

May 16, 2019, 8:00 a.m.

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Place

CVS Health Corporation
Customer Support Center
One CVS Drive
Woonsocket, Rhode Island 02895

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Voting Items
 
Board Recommendation
 
Further
information
Item 1
Election of directors
FOR each director nominee
Our 16 directors are seasoned leaders who bring a mix of skills and qualifications to the Board
 9-17
Item 2
Ratify the appointment of the Company’s independent registered public accounting firm for 2019
FOR
Based on its recent evaluation, our Audit Committee believes that the retention of Ernst & Young LLP is in the best interests of the Company and its stockholders
 33-34
Item 3
Say on pay - an advisory vote on the approval of the Company’s executive compensation
FOR
Our executive compensation program reflects our unwavering commitment to paying for performance and reflects feedback received from stockholder outreach
 35-36
Item 4
Stockholder proposal regarding exclusion of legal or compliance costs from financial performance adjustments for executive compensation
AGAINST
The proposal is overly restrictive and broad, preventing the Board from exercising discretion to consider important additional factors. Further, we believe that our approach to incentive compensation for our senior executives, which considers individual results, company performance and the values set forth in our Code of Conduct, is an appropriate way to align the interests of our senior executives with the long-term interests of our stockholders
 76-78