SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
Check the appropriate box:
[ x ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
CVS/CAREMARK CORPORATION
----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND
----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:________________________________________________________
(2) Aggregate number of securities to which transaction
applies:________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it
was determined):________________________________________________
(4) Proposed maximum aggregate value of transaction:______
(5) Total fee paid:_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount previously paid:_______________________________
(2) Form, Schedule or Registration Statement No.:_________
(3) Filing Party:_________________________________________
(4) Date Filed:___________________________________________
(AMALGAMATED BANK LOGO)
PROXY STATEMENT
OF
AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND
IN CONNECTION WITH
A SHAREHOLDER SOLICITATION REGARDING
A PROPOSED CORPORATE POLICY ON OPTIONS BACKDATING
April _, 2007
Amalgamated Bank LongView Collective Investment Fund
(the "Fund") furnishes this Proxy Statement in connection with
the solicitation of proxies for use at the Annual Meeting (the
"Annual Meeting") of shareholders of CVS/Caremark Corporation
("CVS" or the "Company" unless the context indicates otherwise)
to be held at 11 A.M. on Wednesday, May 9, 2007, at One CVS
Drive, Woonsocket, Rhode Island 02895, or at any postponement or
rescheduling thereof. Copies of the Proxy Statement and form of
proxy are being mailed by the Fund to shareholders on or about
April __, 2007.
The Fund may be deemed to be a participant in this
solicitation, and it holds 0.0354% of the common stock and
0.0349% of the overall voting power (see SOLICITATION and VOTING
RIGHTS below).
Revised Preliminary Proxy Materials
Dear Fellow CVS/Caremark Shareholder:
Amalgamated Bank LongView Collective Investment
Fund, an S&P 500 index fund that is a long-term investor in
CVS/Caremark Corporation, seeks your support for a shareholder
proposal asking our company to adopt a strong policy against
options backdating (the "Options Backdating Proposal" or the
"Fund's Proposal").
Backdating generally consists of selecting or recording
a grant date for options that occurred before the grant was
actually determined. This allows the holder of the option to
enjoy the advantage of the stock price being lower on the earlier
date than on the date the option is actually awarded.
Backdating can thus have the effect of rendering stock
options "in the money" on the date the grant was determined,
whereas the more traditional practice is to award options at the
price in effect on the date the option is actually awarded.
Backdating can have significant tax and economic
consequences for a company, whose financial results may have to
be restated. There is also a risk of reputational damage to
companies and their executives who are alleged to have engaged in
backdating.
How does this affect CVS?
In March 2007 CVS shareholders approved a proposal in
which CVS acquired Caremark Rx, Inc. ("Caremark"). Caremark
shareholders also approved the transaction, the merger has been
consummated, and the merged company is known as CVS/Caremark
Corporation.
The merger was approved, however, at a time when
Caremark was one of more than 100 companies being investigated by
the Department of Justice, the Securities and Exchange Commission
("SEC") or both agencies in connection with possible options
backdating. Caremark acknowledged the receipt of a grand jury
subpoena in a press release issued on May 18, 2006, at which time
Caremark also announced the receipt of a letter of informal
inquiry from the SEC. The investigations remain open as of this
date. Also pending in Tennessee state court is a lawsuit filed
by investors alleging unlawful backdating by Caremark executives
and its board of directors.
An analysis of Caremark's option grant practices
indicates that as early as 1995 and as late as 2005, Caremark
granted options on dates when the stock price was at or close to
its lowest price point that month, quarter or year. Thus, on
March 1, 2005, Caremark granted 750,000 options to CEO Edwin M.
Crawford and 500,000 options to three other Caremark executives
at a time when the share price was at its lowest point that year;
the stock then proceeded to rise and closed 35% higher by the end
of that year. Further details are provided in the Supporting
Statement that accompanies the Fund's shareholder proposal. As a
result of the merger, Mr. Crawford is now the chairman of the
combined CVS/Caremark Corporation.
Revised Preliminary Proxy Materials 1
Even though the Justice and SEC investigations were
announced in May 2006, and even though the proposed merger was
announced in November 2006, neither CVS nor Caremark provided
any details regarding the alleged backdating prior to the merger
votes. In January 2007 Caremark did state that an internal
investigation by Caremark had found no evidence of backdating by
Caremark executives or the board. Caremark declined to make
public any reports generated during that investigation, however,
and the governmental investigations remain open. CVS apparently
conducted no separate investigation of the matter. According to
its February 27, 2007 Form 10-K, CVS was "informed" by Caremark
of Caremark's belief that allegations of unlawful backdating
"lack merit." CVS stated its agreement with that view, but
provided no details.
In our view, it is not a sound governance practice for
a company to seek approval of a merger while allegations of
backdating remain unanswered. A company that acquires another
company that is the subject of federal investigations may inherit
liabilities associated with the conduct being investigated. In
our view, it would have been desirable if CVS had conducted its
own independent investigation before seeking approval of the
Caremark acquisition and then placed all the facts before its
shareholders.
Although the Caremark merger has now been completed, we
believe that it is still important for CVS to adopt a policy
designed to prevent backdating from occurring in the first place,
as well as a policy that would require an investigation by an
independent committee of CVS directors should serious allegations
of backdating arise. We believe that CVS should complement such
a policy with a requirement that if backdating practices are
found to have occurred, the board of directors shall request the
resignation of any executive or director who is found to have
accepted backdated options as compensation or to have approved an
award to others of such backdated options. We also believe that
CVS should apprise shareholders of the details of any such
independent investigation.
The Fund's Proposal is a non-binding recommendation
that urges adoption f a policy designed to prevent backdating, as
well as the appointment of an independent board committee to
investigate allegations involving Caremark. It appears that in
urging shareholders to approve the Caremark acquisition, CVS
relied upon Caremark's internal investigation. CVS had not
released the results of any separate investigation that it may
have conducted on this issue. We believe that it is important
for the CVS board to conduct its own review of these allegations.
We also believe that it is important for CVS to make public its
findings with respect to the Caremark allegations, as a means of
advising shareholders whether there is cause for concern or
liability here. (We note that UnitedHealth Group, another
company whose executives were charged with backdating, disclosed
the report prepared by the board's outside counsel that was
retained to investigate backdating allegations at that
company.)
On March 7, 2007, after the Fund had advised CVS of
its intent to offer the Fund's Proposal at the CVS Annual
Meeting, the CVS board of directors adopted a policy on options
backdating that in our view falls far short of the policy being
recommended here. In addition, it makes no commitment that the
board will conduct an independent investigation of any backdating
allegations, will seek the resignation of executives or directors
Revised Preliminary Proxy Materials 2
found to have engaged in or to have approved backdating, and will
make the results of any investigation available to shareholders.
A more detailed comparison of the Fund's proposal and CVS's
recently adopted policy appears in the Supporting Statement
accompanying the Fund's Proposal.
The Fund's Proposal is not binding on the board of
directors, and the CVS board is not obliged to implement the
Fund's Proposal, even if it should be approved by CVS
shareholders at the annual meeting. Implementation of the policy
recommended in the Fund's Options Backdating Proposal will
require an affirmative vote of the CVS board of directors.
The Fund urges you to vote FOR the proposal
discussed below.
PLEASE SIGN, DATE AND RETURN TODAY THE ENCLOSED BLUE
PROXY CARD TO:
Amalgamated Bank LongView Collective Investment Fund
P.O. Box 65305
Washington, D.C. 20035
VOTING RIGHTS
The Company's board of directors has fixed the close of
business on March 30, 2007 as the record date for determining the
shareholders of the Company entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. Stockholders
entitled to vote are those who owned CVS common stock or Series
One ESOP convertible preference stock (referred to throughout
this proxy statement as the "ESOP preference stock") at the close
of business on the record date.
As of the record date, there were 1,528,450,098 shares
of common stock and 3,946,056 shares of ESOP preference stock
outstanding. All ESOP preference stock is held by the Bank of New
York, as Trustee under the 401(k) Plan and the Employee Stock
Ownership Plan of CVS/Caremark Corporation and Affiliated
Companies (the "Plan"). The Plan consists of both a 401(k) Plan
(the "401(k)") and an Employee Stock Ownership Plan (the "ESOP").
Each share of CVS/Caremark common stock that you own
entitles you to one vote. Each share of ESOP preference stock is
entitled to the number of votes equal to the number of shares of
common stock into which the share of ESOP preference stock could
be converted on the record date, rounded up to the next tenth of
a share (currently 4.6 votes). The ESOP preference stock is
entitled to vote on all matters submitted to a vote of holders of
common stock, voting with the common stock as a single class.
Each participant in the ESOP instructs the Trustee of the ESOP
how to vote his or her shares. As to unallocated shares and
shares with respect to which the Trustee receives no timely
voting instructions, the Trustee, pursuant to the ESOP Trust
Agreement, votes these shares in the same proportion as it votes
all the shares as to which it has received timely voting
instructions.
Revised Preliminary Proxy Materials 3
OPTIONS BACKDATING PROPOSAL
(ITEM 1 ON THE BLUE PROXY CARD)
The Fund urges the shareholders of CVS/Caremark
Corporation to adopt the following proposal, which is accompanied
by the Fund's Supporting Statement:
"RESOLVED: That the shareholders of CVS/Caremark
Corporation ("CVS") hereby urge the Board of Directors to adopt
the following policy regarding backdating of stock options:
"1. Stock options shall be granted to executives and
members of the Board of Directors at an exercise price equal to
the closing price of the underlying stock on the date that the
option is granted (the "grant date"), with grant dates in a given
fiscal year to be established and disclosed in advance.
"2. In hiring executives after a fiscal year has
begun, the Board may select another grant date, provided that any
such grant date is not coordinated with the release of material
non-public information that has been or will be disclosed within
30 days on either side of any such grant date.
"3. If options are granted below the exercise price on
the grant date, the exercise price of unexercised options shall
be increased to the closing price on the grant date; with respect
to any exercised options, the affected executive or director
shall compensate CVS for the value of any benefit that was
received by using a grant date other than the actual grant date.
"4. The Board of Directors shall appoint a committee
of independent directors to investigate any allegations of stock
option backdating at CVS or at any company that may have been
acquired by or merged into CVS.
"5. The Board of Directors shall make available to CVS
shareholders the report of any committee of independent directors
and of any legal counsel retained by such a committee in its
investigation of allegations of options backdating.
"6. The Board of Directors shall request the
resignation of any executive or director who is found to have
accepted backdated options as compensation or to have approved
the acceptance by others of such backdated options.
"7. To the extent not previously implemented, it is
intended that paragraphs 4 and 5 of this policy shall apply with
respect to allegations of possible stock option backdating at
Caremark Rx, Inc. between 1997 and 2005. It is also intended
that paragraph 6 of this policy shall apply to any executives or
directors of Caremark Rx, Inc. who may be found to have accepted
backdated options or to have approved the acceptance of backdated
options by others."
Revised Preliminary Proxy Materials 4
SUPPORTING STATEMENT
Prior to its merger into CVS, Caremark was one of more
than 100 companies being investigated by federal agencies for
backdating executive stock options. The Caremark investigations
are continuing.
Backdating often consists of selecting or recording a
grant date that occurred before the grant was actually
determined, in order to take advantage of the stock price on the
earlier date being lower than on the determination date. Related
practices include "springloading" or "bullet dodging," in which a
company coordinates a grant date with the release of material
non-public information that could have a positive or negative
impact on the stock price.
Backdating can have the result of rendering options
"in the money" on the date of the grant. If discovered,
backdating can have significant tax and economic consequences for
a company, whose results may have to be restated.
In our view, corporate efforts to game the timing of
options can distort a core purpose of options, which is to
motivate executives to improve long-term performance for the
benefit of all shareholders. We thus deem it important for CVS
to adopt a policy that standard stock options shall be awarded
"at the money," using grant dates for a given fiscal year that
are selected and disclosed in advance, E.G., 45 days after the
end of the fiscal year.
The proposed policy would provide flexibility when
hiring outside executives. It would also require executives who
profit from backdating to pay the differential between the
exercise price on the grant date and the purported grant date.
This policy would not affect awards of options that tie the
exercise price to future performance levels (E.G., premium-priced
options).
In our view, managers' interests cannot be aligned with
shareholders' interests if managers are allowed to benefit in
ways that shareholders cannot.
We are concerned by the ongoing federal investigations
of backdating practices at Caremark. In addition, the Company
remains the target of shareholder litigation in Tennessee state
court. In our view, the publicly available information regarding
Caremark option grants offers grounds for concern.
On a number of occasions between 1995 and 2005, the
Caremark board of directors made option grants to executives and
directors on dates where the share price was at or close to its
lowest level during the pertinent month, quarter or year and
shortly before the price began to rise, sometimes
significantly./1/
__________
/1/ Charts setting forth the price movements with
respect to each of these grant dates appears in an amended
complaint filed on November 8, 2006 in IN RE CAREMARK RX, INC.
DERIVATIVE LITIGATION, No. 3:06-CV-535 in the United States
District Court for the Middle District of Tennessee. That
document is available using the PACER court system
(http://pacer.psc.uscourts.gov) at the federal court's website
(continued on next page)
Revised Preliminary Proxy Materials 5
- Option grants were made at the lowest price in a
given month on July 24, 1996, April 10, 1996 and September 5,
1996.
- On November 21, 1995, the Caremark board awarded
750,000 option grants on a date when the stock price was at its
lowest point that quarter. Approximately 2,000,000 options were
awarded on January 31, 1997 on the date when the stock price was
at its lowest that quarter as well. Another 300,000 shares were
awarded on April 8, 1999 when the stock price was at a five-month
low; the stock price doubled within the next three months.
- On March 8, 2000 Caremark awarded 3,875,000 options
to CEO Edwin M. Crawford at a point near the share's low point
that quarter. The stock then doubled by the end of the year.
- On March 1, 2005, Caremark granted 750,000 shares to
Mr. Crawford and 500,000 shares to Edward L. Hardin, Jr. (the
general counsel and a director), Howard A. McLure (then the chief
financial officer) and Rudy Mladenovic (an executive vice
president) on a date when the stock was at a low that year of
$37.92. The stock price began rising and closed the year above
$51, a 35% gain.
Because the federal investigations are ongoing, we
as shareholders are unaware as to whether the cited patterns
constitute unlawful backdating. Nonetheless, we believe that the
allegations are sufficiently serious as to warrant adoption of
the Fund's Proposal which (if adopted by the board) would:
- provide clear guidelines for when options should be
granted by requiring the board of directors to announce grant
dates before the fiscal year starts, with a clear definition of
the price to be used on the grant date,
- give the board flexibility in setting grant dates
for newly hired executives from outside the company,
- require an independent investigation by the board of
directors when backdating is alleged, with the results of that
investigation to be revealed to shareholders, and
- have the board request the resignation of any
executives or directors involved in backdating.
The Fund's Proposal, if adopted by the CVS board of
directors, would apply the policy recommended by that Proposal to
events occurring at Caremark.
_________
(continued from previous page)
(www.tnmd.uscourts.gov). That case was voluntarily dismissed on
March 2, 2007 owing to the pendency of parallel proceedings in IN
RE: CAREMARK RX, INC. STOCK OPTION LITIGATION in the Circuit
Court for Davidson County, Tennessee. We cite the papers in the
federal case docket because they are more readily available to
shareholders online. The various suits dealing with options
backing allegations are summarized in CVS's Form 10-K (filed
February 27, 2007) at pp. 13-14.
Revised Preliminary Proxy Materials 6
As noted above, the Fund's Proposal is a
recommendation and not a binding proposal. Even if adopted by
CVS shareholders, the Fund's Proposal will not be implemented
unless the CVS board of directors separately votes to adopt the
recommended policy.
We are aware that on March 7, 2007 the CVS board of
directors adopted a Policy on Stock Option Grants (the "Company
Options Policy") to apply to all options granted to executives
and directors after that date. In our view, the Company Options
Policy falls short of the approach advocated by the Fund and is
not a reason to vote against the Fund's Proposal.
The Company's Option policy states:
"1. Stock options shall be granted to executives and
members of the Board of Directors at an exercise price equal to
the closing price of the underlying stock on the date that the
option is granted (the "grant date"), with grant dates in a given
fiscal year to be established generally based on the Company's
customary and normal grant cycle. Where a grant to an existing
employee is outside the annual grant cycle, the grant date will
not be coordinated with the release of material non-public
information that has been or will be disclosed within 30 days on
either side of any such grant date.
"2. In hiring an executive after a fiscal year has
begun, the grant date will be the later of the hire date and the
date the Management Planning and Development Committee approves
the award.
"3. If options are granted below the closing price on
the grant date, the exercise price of unexercised options shall
be increased to the closing price on the grant date; with respect
to any exercised options, the affected executive or director
shall compensate CVS for the value of any benefit that was
received by using a date other than the actual grant date for
determining the exercise price.
"4. The Management Planning and Development Committee
will be responsible for oversight of this policy on stock option
grants."
The Fund regards the Company's Options Statement as
inadequate because it:
- merely requires grant dates to be "established
generally based on the Company's customary and normal grant
cycle," rather than before the fiscal year begins;
- allows grants to existing employees outside the
annual grant cycle, although not in a manner that is coordinated
to the release of material non-public information;
- contains no limitation on coordinating option grants
and the release of material non-public information when making
option grants to new hires;
- does not commit the board of directors to an
independent investigation of backdating allegations, release of
the results of any such investigation to shareholders, or
requesting the resignation of executives or directors found to
have engaged in backdating.
Revised Preliminary Proxy Materials 7
The Fund believes that CVS shareholders deserve a
stronger statement from management and the board of directors
that options backdating will not be tolerated. The Fund thus
urges you to vote FOR the Fund's Proposal by marking, signing and
dating the enclosed proxy card and returning it to us.
VOTING PROCEDURES
The Fund's Options Backdating Proposal appears as
Item 1 on the enclosed BLUE proxy card. In addition, the
Company's proxy card includes the Fund's Options Backdating
Proposal as Item 9. Thus, if you wish to vote on the Options
Backdating Proposal (either For, Against or Abstain), you may
vote on the BLUE proxy card that accompanies this proxy
statement, or you may vote on Item 9 on the Company's proxy card,
which contains all matters known by the Company to be coming
before the annual meeting. If you vote on the BLUE proxy card,
however, you will able to vote only on the Fund's Option
Backdating Proposal and not on any other matters that may come
before the annual meeting.
Subject to the limitations in the foregoing
paragraph, if you have already returned a proxy to the Company
using the Company's proxy card, you can still cast your vote for
the Options Backdating Proposal by signing and returning the
enclosed BLUE proxy card. See also the discussion in REVOCATION
RIGHTS below.
The presence, in person or by proxy, at the meeting
of the holders of shares representing a majority of the votes of
the common stock and the ESOP preference entitled to vote
constitutes a quorum. Under applicable Delaware law, abstentions
and broker non-votes (I.E., shares held in street name as to
which the broker, bank or other nominee has no discretionary
power to vote on a particular matter, has received no
instructions from the persons entitled to vote such shares and
has appropriately advised the Company that it lacks voting
authority) are counted for purposes of determining the presence
or absence of a quorum for the transaction of business.
Each director is elected by a majority of the votes
cast with respect to that director's election (at a meeting for
the election of directors at which a quorum is present) by the
holders of shares of common stock and ESOP preference stock
present in person or by
Revised Preliminary Proxy Materials 8
proxy at the meeting and entitled to vote, voting as a single
class. A "majority of votes cast" means that the number of votes
cast "for" a director's election must exceed 50% of the votes
cast with respect to that director's election. Votes "against" a
director's election will count as a vote, but "abstentions and
"broker non-votes" will not count as a vote with respect to that
director's election.
For all other proposals, including the Fund's
Options Backdating Proposal, approval is by affirmative vote (at
a meeting at which a quorum is present) of a majority of the
votes represented by the shares of common stock and the ESOP
preference stock present at the meeting in person and by proxy
and entitled to vote, voting as a single class. Abstentions are
counted and have the effect of a vote against.
Under current New York Stock Exchange rules, if your
broker holds your share in its name, your broker is permitted to
vote your shares of Item 1 on the Company's proxy card (Election
of Directors), Item 2 on the Company's proxy card (Ratification
of Auditors) and Item 4 on the Company's proxy card (2007
Incentive Plan) even if your broker does not have voting
instructions from you. With respect to the other proposals,
including the Fund's Options Backdating Proposal (Item 9 on the
Company's proxy card and Item 1 on the Fund's BLUE proxy card),
broker non-votes are not counted except for quorum purposes.
Unless otherwise directed on the enclosed BLUE proxy
card, as more fully described below, the Fund will vote FOR the
Options Backdating Proposal (Item 1 on the BLUE proxy card)
described herein.
The accompanying BLUE Annual Meeting proxy card will be
voted at the Annual Meeting in accordance with your instructions
on the card. You may vote FOR or AGAINST the Options Backdating
Proposal, or you may ABSTAIN from voting on the Options
Backdating Proposal.
Revised Preliminary Proxy Materials 9
IF YOU SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY
CARD WITHOUT ANY MARKING, YOU WILL BE DEEMED TO HAVE GIVEN A
DIRECTION TO VOTE THE SHARES REPRESENTED BY THE BLUE PROXY CARD
FOR THE OPTIONS BACKDATING PROPOSAL (ITEM 1 HEREIN).
REVOCATION RIGHTS
You may revoke a proxy vote any time before the tally
by (1) executing a later proxy card, (2) appearing at the meeting
to vote, or (3) delivering to the proxy holder or to the
Company's secretary written notice of revocation prior to the
date of the meeting. The Company's secretary is Zenon Lankowsky,
and CVS's offices are located at One CVS Drive, Woonsocket, Rhode
Island 02895, telephone (401) 765-1500. See VOTING PROCEDURES
above.
The Fund will keep the content of all cards it receives
confidential from everyone except those working directly with us
and our staff until the annual meeting, at which time our cards
must be presented to the company's tabulator in order to be
counted.
SOLICITATION
The participants in this solicitation are the
Amalgamated Bank LongView Collective Investment Fund and
Amalgamated Bank, both of 275 Seventh Avenue, New York, NY 10001,
and Amalgamated Bank staff, including Julie Gozan and Christopher
Smith, who own no shares of CVS stock.
Amalgamated Bank is a commercial bank chartered by the
State of New York in 1923. Amalgamated Bank LongView Collective
Investment Fund is a tax exempt, non-registered index fund
provided to investors by the Amalgamated Bank, and it owns
541,148 shares of CVS common stock, representing 0.0354% of CVS
common stock and 0.0349% of the overall voting power.
Proxies will be sought by mail, facsimile, telephone,
e-mail and personal interview. Amalgamated Bank will bear the
cost of this solicitation. The Fund will not seek reimbursement
from the Company for the costs of the solicitation.
Revised Preliminary Proxy Materials 10
The Fund intends to deliver a proxy statement and form
of proxy to holders of at least the percentage of CVS voting
shares that would be required to carry the proposal.
CERTAIN RELATIONSHIPS
Amalgamated Bank is owned by UNITE HERE, which is a
labor union. UNITE HERE does not have a collective bargaining
relationship with any CVS employees, nor does it have any pending
labor-related discussions with CVS. UNITE HERE is an affiliate
of Change to Win, a national federation of seven trade unions
representing a total of six million employees in service sector
industries. The CtW Investment Group (the "Investment Group"),
which is affiliated with Change to Win, provides research and
assistance in support of shareholder advocacy and corporate
governance initiatives. In February 2007, the Investment Group
recommended that shareholders vote against the proposed
acquisition of Caremark by CVS, arguing that the Caremark board
did not seek maximum value for shareholders and did not negotiate
with Express Scripts, Inc., which advanced a competing offer.
Previously, the Investment Group had urged the chairman of
Caremark's audit committee to conduct an independent
investigation of backdating allegations.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Information on these subjects appears in the Company's
proxy statement.
SHAREHOLDER PROPOSALS FOR 2008 MEETING
Proposals from shareholders that are submitted for inclusion
in the Company's proxy materials must be received by the Company
by November 30, 2007. Any such stockholder proposals must be
sent to the CVS Corporate Secretary at CVS' executive offices at
One CVS Drive, Woonsocket, Rhode Island 02895.
If a shareholder would like to present business at
an annual meeting of stockholders that is not included in the
Company's proxy statement, the shareholder must provide notice to
the Company as provided in its amended by-laws. Such notice must
be addressed to the Corporate Secretary of the Company and must
arrive at the Company in a timely manner, generally between 60
and 90 days prior to the anniversary of the last annual meeting,
which would be between February 9 and March 10, 2008. Under the
Company's by-laws, any shareholder notice for presenting business
at a meeting must include, among other things (1) the name and
address, as they appear in the Company's books, of the
shareholder giving the notice, (2) the class and number of shares
of the Company that are beneficially owned by the shareholder,
(3) a brief description of the business to be brought before the
meeting and the reason for conducting such business at the
meeting and (4) any material interest of the shareholder in such
business.
PLEASE VOTE FOR THE OPTIONS BACKDATING PROPOSAL.
Revised Preliminary Proxy Materials 11
Sincerely,
Amalgamated Bank LongView
Collective Investment Fund
For Further Information Please Call
Amalgamated Bank LongView Collective Investment Fund
Collect at (202) 721-0768
Revised Preliminary Proxy Materials 12
CVS/CAREMARK CORPORATION
2007 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY
AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND.
THIS PROXY IS NOT BEING SOLICITED ON BEHALF
OF THE CVS/CAREMARK BOARD OF DIRECTORS.
The undersigned shareholder of CVS/Caremark Corporation ("CVS")
hereby appoints each of Julie Gozan and Christopher Smith, with
full power of substitution, to vote, as indicated on all matters
referred to on the reverse side of this card and described in the
proxy statement, all shares of common stock of CVS/Caremark
Corporation which the undersigned would be entitled to vote if
present at the Annual Meeting and at any adjournments or
postponements thereof.
ADDITIONAL VOTING INSTRUCTIONS FOR CERTAIN CVS/CAREMARK
EMPLOYEES: To the extent the undersigned is a participant in the
401(k) Plan and Employee Stock Ownership Plan of CVS/Caremark
Corporation and Affiliated Companies (the "Plan"), the
undersigned hereby instructs The Bank of New York, as trustee
under the Plan, to vote as indicated on the reverse side, all
shares of Series One Convertible ESOP Preference Stock and all
shares of CVS common stock held in the Plan, as to which the
undersigned would be entitled to give voting instructions if
present at the Meeting. Shares for which voting instructions are
not properly completed or signed, or received in a timely manner,
will be voted in the same proportion as those shares for which
voting instructions were properly completed and signed and
received in a timely manner, so long as such vote is in
accordance with the provisions of the Employment Retirement
Income Security Act of 1974, as amended.
The undersigned hereby ratifies and confirms all that each of the
proxies and/or The Bank of New York may lawfully do in the
premises, and hereby revokes all proxies (or voting instructions
in the case of Plan shares) previously given by the undersigned
to vote at the Meeting and at any adjournments or postponements
thereof. The undersigned acknowledges receipt of the notice of
and the proxy statement for the Meeting.
AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND RECOMMENDS A
VOTE "FOR" ITEM 1 DESCRIBED ON THE REVERSE SIDE OF THIS CARD.
TO VOTE IN ACCORDANCE WITH THIS RECOMMENDATION, JUST SIGN ON THE
REVERSE SIDE. NO BOXES NEED TO BE MARKED. IF THIS PROXY IS
EXECUTED, BUT NO INSTRUCTIONS ARE GIVEN AS TO ANY ITEMS SET FORTH
IN THIS PROXY, THIS PROXY WILL BE VOTED FOR THE ITEM DESCRIBED ON
THE REVERSE SIDE OF THIS CARD.
(CONTINUED TO BE MARKED, SIGNED AND DATED ON THE REVERSE SIDE)
Revised Preliminary Proxy Statement
Item 1: Options Backdating Proposal
To act upon a shareholder proposal, if presented
at the meeting, by Amalgamated Bank LongView
Collective Investment Fund requesting
the Board of Directors to adopt a policy with respect
to the Company's policy for awarding equity
compensation to directors and executives.
/x/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
Amalgamated Bank LongView Collective Investment Fund recommends a
vote FOR Item 1 on this proxy card.
1. Proposal submitted by Amalgamated Bank LongView
Collective Investment Fund requesting that the board of directors
adopt a policy with respect to the Company's practices in making
awards of equity compensation to directors and executives.
For / / Against/ / Abstain / /
WHERE NO VOTING INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR ITEM 1 ON THIS PROXY CARD.
This Proxy, when properly executed, will be voted in the manner
marked herein by the undersigned shareholder.
(place mailing label here)
Please date and sign this proxy exactly as your name appears
hereon:
Dated:________________________, 2007
____________________________ _______________________________
(Signature) (Signature, If held jointly)
_______________________________
(Title)
When shares are held by joint tenants, both should sign. When
signing as attorney-in-fact, executor, administrator, trustee,
guardian, corporate officer or partner, please give full title as
such. If a corporation, please sign in corporate name by
President or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
To vote in accordance with the recommendation of Amalgamated Bank
LongView Collective Investment Fund, just sign and date this
proxy. No boxes need to be checked.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE PROVIDED.
Revised Preliminary Proxy Materials