CVS Health Corporation

05/22/2024 | Press release | Distributed by Public on 05/22/2024 14:31

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 16, 2024, CVS Health Corporation (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved amendments to the 2017 Incentive Compensation Plan of CVS Health Corporation (the "2017 ICP"), principally to increase the number of common shares of the Company available for issuance under the 2017 ICP by 33.5 million shares. The Management Planning and Development Committee and Board of Directors of the Company previously approved the amendments to the 2017 ICP, subject to stockholder approval.
For a description of the principal terms of the 2017 ICP, see "Item 4: Proposal to Amend the Company's 2017 Incentive Compensation Plan to Increase the Number of Shares Authorized to Be Issued Under the Plan" in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 5, 2024 (the "Proxy Statement"), which description is incorporated herein by reference. A copy of the 2017 ICP as amended is filed as Exhibit 10.1 to this report and is incorporated herein by reference. Forms of award agreements to be used under the 2017 ICP as amended are filed as Exhibit 10.2 and are incorporated herein by reference.