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Notice of 2023 Annual Meeting of Stockholders and Proxy Statement

Notice of 2023 Annual Meeting of Stockholders and Proxy Statement

Meeting Information

Date and Time

Thursday, May 18, 2023 at 8:00 A.M., Eastern Time

Download calendar invite

  • Link will be “live” beginning at 7:45 A.M., Eastern Time on May 18, 2023.
  • To be admitted to the Annual Meeting, enter the 16-digit control number found on proxy card, Notice of Availability or voter instruction form, as applicable.
  • If you experience technical difficulties, please call Broadridge (the Annual Meeting website host) at 844-986-0822 (US) or 303-562-9302 (International).

Items of Business

Item 1

Election of directors
  • Our 11 continuing directors are seasoned leaders who bring a mix of skills and qualifications to our Board of Directors
FOR each director nominee

Item 2

Ratify the appointment of the Company’s independent registered public accounting firm for 2023
  • 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

Item 3

Say on pay - an advisory vote on the approval of the Company’s executive compensation
  • Our executive compensation program reflects our unwavering commitment to paying for performance and reflects feedback received from stockholder outreach

Item 4

Proposal to recommend, on an advisory basis, the frequency of advisory votes on executive compensation.
  • Affords stockholders the opportunity to cast an advisory vote on how often we should include a say on pay proposal in our proxy materials for future stockholder meetings, often referred as the "say-when-on-pay" proposal

Items 5-9

Stockholder proposals

  • See the Board of Directors’ statement of opposition AGAINST each stockholder proposal




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