2015 Annual Meeting Form 8-K



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 7, 2015

CVS HEALTH CORPORATION
(Exact Name of Registrant
as Specified in Charter)
 
 
Delaware
 
 
(State or Other Jurisdiction of Incorporation)
 
 
001-01011
 
05-0494040
(Commission File Number)
 
(IRS Employer Identification No.)
 
One CVS Drive
Woonsocket, Rhode Island
 
02895
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
Registrant’s telephone number, including area code: (401) 765-1500
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.07.    Submission of Matters to a Vote of Security Holders.
The following are the voting results on each matter submitted to CVS Health Corporation's (the “Company’s”) stockholders at the Annual Meeting of Stockholders held on May 7, 2015 (the “Annual Meeting”). The proposals below are described in detail in the Proxy Statement. At the Annual Meeting, the 11 nominees for director were elected to the Company’s Board of Directors for a term of one year (Proposal 1). In addition, management proposals regarding the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015 (Proposal 2), a non-binding resolution regarding approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Proposal 3), and a proposal to approve the performance criteria in the Company’s 2010 Incentive Compensation Plan (Proposal 4), were approved. A stockholder proposal requesting a report on the congruency of the Company’s political contributions and its corporate values (Proposal 5) was rejected.




 
For
   Against
Abstained
Broker Non-Votes
1.     The election, for one-year terms, of
         persons nominated for directors, all
         as set forth in the Company’s Proxy
         Statement, was approved by the
         following votes:
 
 
 
 
 
 
 
 
 
Richard M. Bracken
863,584,597
6,123,036
3,224,968
83,883,859

C. David Brown II
860,910,971
8,777,970
3,243,660
83,883,859

Alecia A. DeCoudreaux
867,577,154
2,208,989
3,146,458
83,883,859

Nancy-Ann M. DeParle
867,651,300
2,088,913
3,192,388
83,883,859

David W. Dorman
842,192,229
27,491,544
3,248,828
83,883,859

Anne M. Finucane
867,140,376
2,597,390
3,194,835
83,883,859

Larry J. Merlo
867,587,546
2,335,826
3,009,229
83,883,859

Jean-Pierre Millon
866,805,806
2,886,092
3,240,703
83,883,859

Richard J. Swift
820,292,657
47,215,112
5,424,832
83,883,859

William C. Weldon
861,162,747
8,572,437
3,197,417
83,883,859

Tony L. White
862,672,785
6,994,295
3,265,521
83,883,859

 
 
 
 
 
2.      Ratification of the appointment of
       Ernst & Young LLP as the
       Company’s independent registered
       public accounting firm for the 2015
       fiscal year, as set forth in the
       Company’s Proxy Statement, was
       approved by the following vote:
944,328,882
8,855,044
3,632,534
—

3.     Company proposal to approve, by a
       non-binding vote, the compensation
       of the Company’s named executive
       officers, as set forth in the
       Company’s Proxy Statement, was
       approved by the following vote:
822,826,401
46,093,639
4,012,561
83,883,859

4.    Company proposal to approve the
performance criteria in the Company’s
2010 Incentive Compensation Plan
was approved by the following vote:
842,400,334
26,740,158
3,792,109
83,883,859

5.    Stockholder proposal requesting a
report on the congruency of the
Company’s political contributions and its corporate values was rejected by
the following vote:
43,759,428
642,962,098
186,211,075
83,883,859




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
CVS HEALTH CORPORATION
 
 
 


 
 
 
By:
/s/ Colleen M. McIntosh
 
 
 
Colleen M. McIntosh
Senior Vice President and
Corporate Secretary

 
 
 
Dated: May 8, 2015