SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted
by Rule 14a-6(e)(2)
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
CVS/CAREMARK CORPORATION
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(Name of Registrant as Specified in Its Charter)
AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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6(i)(1) and 0-11.
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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:_______________________________
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(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 23, 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 23, 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).
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.
1
Even though the Justice Department 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 of 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
2
allegations, will seek the resignation of executives or
directors 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.
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."
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
(CONTINUED ON NEXT PAGE)
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) 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 (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.
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.
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 Options 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 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.
8
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.
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
9
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.
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's
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
10
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.
Sincerely,
Amalgamated Bank LongView
Collective Investment Fund
For Further Information Please Call
Amalgamated Bank LongView Collective Investment Fund
at (202) 721-0768
11
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)
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.
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.
Please date and sign this proxy exactly as your name appears
hereon:
(place mailing label here) Dated:____________________, 2007
_________________________________
(Signature)
_________________________________
(Title)
_________________________________
(Signature, if held jointly)
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.