UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 13, 2023, Shawn M. Guertin, the Executive Vice President and Chief Financial Officer of CVS Health Corporation (“CVS Health,” the “Company,” “we” or “our”), has begun a personal leave of absence for unforeseen family medical reasons.
Appointment of Interim Chief Financial Officer
In connection with Mr. Guertin’s leave, the Company’s Board of Directors appointed Thomas F. Cowhey, Senior Vice President, Corporate Finance, to serve as the Company’s Interim Chief Financial Officer, effective October 13, 2023. Mr. Cowhey, age 51, had served as our Senior Vice President, Capital Markets since joining the Company in February 2022 and recently expanded his role to include oversight of a broader set of corporate finance functions. Prior to joining CVS Health, Mr. Cowhey served as Executive Vice President and Chief Financial Officer for Surgery Partners, a healthcare services company, from April 2018 through February 2022. Prior to that he held leadership roles at Aetna, Legacy Partners Group and in the health care and mergers and acquisitions groups at Credit Suisse.
Item 7.01 Regulation FD Disclosure
In connection with the announcements, the Company has reaffirmed its previously announced full year 2023 GAAP diluted earnings per share (“EPS”) guidance range of $6.53 to $6.75 and its full year 2023 Adjusted EPS guidance range of $8.50 to $8.70.
A copy of the press release announcing the events
described in Item 5.02 above is furnished as Exhibit 99.1 and hereby incorporated in this Item 7.01 by reference.
Non-GAAP Financial Measures
This Current Report on Form 8-K includes projected Adjusted EPS, a non-GAAP financial measure that the Company uses to describe its performance. The Company uses non-GAAP financial measures to analyze underlying business performance and trends. The Company believes that providing non-GAAP financial measures enhances the Company’s and investors’ ability to compare the Company’s past financial performance with its current performance. Non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures determined or calculated in accordance with GAAP. The Company’s definitions of its non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. The most directly comparable GAAP measure is projected GAAP diluted EPS.
Projected GAAP diluted EPS and projected Adjusted EPS, respectively, are calculated by dividing projected net income attributable to CVS Health and projected adjusted income attributable to CVS Health, respectively, by the Company’s projected weighted average diluted shares outstanding. The Company defines adjusted income attributable to CVS Health as net income attributable to CVS Health (GAAP measure) excluding the impact of amortization of intangible assets, net realized capital gains or losses and other items, if any, that neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business performance, such as acquisition-related transaction and integration costs, restructuring charges, office real estate optimization charges, losses on assets held for sale and the corresponding income tax benefit or expense related to the items excluded from adjusted income attributable to CVS Health.
Reconciliations of projected GAAP diluted EPS to projected Adjusted EPS can be found under Item 7.01 of the Company’s Current Report on Form 8-K furnished on September 11, 2023.
Cautionary Statement Concerning Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health. Statements in this Current Report on Form 8-K that are forward-looking include CVS Health’s projected full year 2023 GAAP diluted EPS, Adjusted EPS, as well as other financial information. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Actual results may differ materially from those contemplated by the forward-looking statements due to the risks and uncertainties described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the heading “Cautionary Statement Concerning Forward-Looking Statements” in our most recently filed Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.
You are cautioned not to place undue reliance on CVS Health’s forward-looking statements. CVS Health’s forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. CVS Health does not assume any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise.
The information in this Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
The exhibits to this Current Report on Form 8-K are as follows:
INDEX TO EXHIBITS
99.1 | Press Release of CVS Health Corporation, dated October 16, 2023. | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 | |||
Date: | October 16, 2023 | By: | /s/ Colleen M. McIntosh |
Colleen M. McIntosh | |||
Senior Vice President, Secretary and Chief Governance Officer | |||
Exhibit 99.1
CVS Health announces CFO Shawn Guertin to take leave of absence due to family health reasons
SVP of Corporate Finance Thomas F. Cowhey Appointed Interim CFO
CEO of Oak Street Health Mike Pykosz Named Interim President of Health Services
WOONSOCKET, R.I., Oct. 16, 2023 — CVS Health® (NYSE: CVS) today announced several leadership updates, effective immediately:
· | Executive Vice President, CFO and President of Health Services Shawn Guertin will be taking a leave of absence from his role due to unforeseen family health reasons. |
· | Senior Vice President of Corporate Finance, Tom Cowhey, has been appointed interim CFO. |
· | CEO of Oak Street Health, Mike Pykosz, has been named interim President of Health Services. |
“Our thoughts are with Shawn and his family during this difficult period,” said CVS Health President and CEO Karen S. Lynch. “The Board and I have every confidence that Tom and Mike will ensure we continue to execute our strategy seamlessly while we give Shawn time to be with his family.”
Cowhey joined CVS Health in February of 2022. He previously served as CFO of Surgery Partners Inc., and before that spent more than a decade at Aetna in various strategy and finance roles. Since joining CVS Health, he has overseen investor relations, corporate development, treasury, and finance operations, working closely with Guertin and Lynch to manage the Company’s overall financial strategy.
Pykosz joined CVS Health following the acquisition of Oak Street Health on May 2, 2023. As CEO and a co-founder of Oak Street, he built it into a leading multi-payor, value-based primary care platform. During his time at CVS Health, Pykosz has been focused on continuing to run the Oak Street business, while also helping to unify all of CVS Health’s care delivery assets.
Kyle Armbrester, CEO of Signify Health, has continued to lead Signify Health since it became part of CVS Health on March 29, 2023. He is highly involved in the Health Services strategy and remains a member of the executive leadership team.
CVS Health will continue to report third quarter earnings results on November 1, 2023, and hold Investor Day on December 5, 2023, as previously announced.
About CVS Health
CVS Health® is the leading health solutions company, delivering care like no one else can. We reach more people and improve the health of communities across America through our local presence, digital channels and over 300,000 dedicated colleagues – including more than 40,000 physicians, pharmacists, nurses and nurse practitioners. Wherever and whenever people need us, we help them with their health – whether that’s managing chronic diseases, staying compliant with their medications or accessing affordable health and wellness services in the most convenient ways. We help people navigate the health care system – and their personal health care – by improving access, lowering costs and being a trusted partner for every meaningful moment of health. And we do it all with heart, each and every day. Follow @CVSHealth on social media.
Media contact
Ethan Slavin
860-273-6095
Ethan.Slavin@CVSHealth.com
Investor contact
Larry McGrath
800-201-0938
InvestorInfo@CVSHealth.com
Cover |
Oct. 13, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 13, 2023 |
Entity File Number | 001-01011 |
Entity Registrant Name | CVS HEALTH CORPORATION |
Entity Central Index Key | 0000064803 |
Entity Tax Identification Number | 05-0494040 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | One CVS Drive |
Entity Address, City or Town | Woonsocket |
Entity Address, State or Province | RI |
Entity Address, Postal Zip Code | 02895 |
City Area Code | 401 |
Local Phone Number | 765-1500 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.01 per share |
Trading Symbol | CVS |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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