UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 |
| CHECK THE APPROPRIATE BOX: | ||
| ☐ | 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 Under Rule 14a-12 | |
CVS Health Corporation
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
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| ☐ | 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: | |||
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| ☐ | 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. | ||
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 14, 2020.
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 14, 2020.
CVS HEALTH CORPORATION
CVS HEALTH CORPORATION
C/O EQ SHAREOWNER SERVICES
P.O. BOX 64945
ST. PAUL, MN 55164-0945
C/O EQ SHAREOWNER SERVICES
P.O. BOX 64945
ST. PAUL, MN 55164-0945
| Meeting Information | ||
| Meeting Type: |
Annual Meeting | |
| For holders as of: | March 18, 2020 | |
| Date: May 14, 2020 | Time: 8:00 A.M., EDT | |
| Location: | CVS Health Corporation |
| Customer Support Center | |
| One CVS Drive | |
| Woonsocket, RI 02895 | |
| Directions: | www.cvshealth.com/contact or |
| call 401-765-1500 |
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or www.cvshealthannualmeeting.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
|
See the reverse side of this notice to obtain proxy materials and voting instructions. |
Before You Vote
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | |
| NOTICE OF MEETING AND PROXY STATEMENT AND ANNUAL REPORT | |
| How to View Online: | |
| Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com or www.cvshealthannualmeeting.com, or scan the QR Barcode below. | |
| How to Request and Receive a PAPER or E-MAIL Copy: | |
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |
| 1) BY INTERNET: www.proxyvote.com | |
| 2) BY TELEPHONE: 1-800-579-1639 | |
| 3) BY E-MAIL*: sendmaterial@proxyvote.com | |
| * | If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) in the subject line. |
| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 30, 2020 to facilitate timely delivery. |
|
How To Vote
Please Choose One of the Following Voting Methods |
|
| Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
| Vote By Internet: Go to www.proxyvote.com or from a smartphone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. |
| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
| Voting Items |
| The Board of Directors recommends you vote FOR each of the Nominees: | ||||
| 1. | Election of Directors | |||
| Nominees: | ||||
| 1a. | Fernando Aguirre | |||
| 1b. | C. David Brown II | |||
| 1c. | Alecia A. DeCoudreaux | |||
| 1d. | Nancy-Ann M. DeParle | |||
| 1e. | David W. Dorman | |||
| 1f. | Roger N. Farah | |||
| 1g. | Anne M. Finucane | |||
| 1h. | Edward J. Ludwig | |||
| 1i. | Larry J. Merlo | |||
| 1j. | Jean-Pierre Millon | |||
| 1k. | Mary L. Schapiro | |||
| 1l. | William C. Weldon | |||
| 1m. | Tony L. White | |||
| The Board of Directors recommends you vote FOR the following proposals: | ||
| 2. | Ratification of the appointment of our independent registered public accounting firm for 2020. | |
| 3. | Say on Pay, a proposal to approve, on an advisory basis, the Company's executive compensation. | |
| 4. | Proposal to amend the Company's 2017 Incentive Compensation Plan to increase the number of shares authorized to be issued under the Plan. | |
| 5. | Proposal to amend the Company's 2007 Employee Stock Purchase Plan to increase the number of shares available for sale under the Plan. | |
| The Board of Directors recommends you vote AGAINST the following proposals: | ||
| 6. | Stockholder proposal for reducing the ownership threshold to request a stockholder action by written consent. | |
| 7. | Stockholder proposal regarding our independent Board Chair. | |
| NOTE: In their discretion, the proxies may vote on such other business as may properly come before the meeting or any adjournment thereof. | ||
