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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Meeting Information

Date and Time

Thursday, May 16, 2024 at 8:00 A.M., Eastern Time

Download calendar invite
Place

www.virtualshareholdermeeting.com/CVS2024

  • Link will be “live” beginning at 7:45 A.M., Eastern Time on May 16, 2024.
  • 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 12 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 2024
  • 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
FOR

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
FOR

Item 4

Adopt amendments to the Company’s 2017 Incentive Compensation Plan (the “2017 ICP”)
  • The amendments to our 2017 ICP will replenish the shares available under the plan and replace two recently acquired existing equity compensation plans; it will be an important tool to attract and retain quality executives and employees
FOR EVERY YEAR

Items 5-8

Stockholder proposals

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

AGAINST

Questions?

1-800-201-0938

investorinfo@cvshealth.com

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