Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 8, 2020, the Board of Directors (the "Board") of CVS Health Corporation (the "Company") adopted and approved, effective immediately, the amended and restated By-laws of the Company (the "Amended and Restated By-laws") in order to, among other things:





   º revise and update the timing and information requirements of the advance
     notice provisions for director nominations and stockholder proposals?
   º revise and update the requirements and procedures for stockholders to call
     a special meeting of stockholders and to act by written consent?
   º clarify the procedures for stockholder meetings, including those held
     solely by means of remote communication;
   º clarify the powers of the presiding person of a stockholder meeting to
     adjourn or recess a meeting and to regulate the conduct of such meeting?
   º allow for special meetings of the Board with less than two days' notice;
   º add emergency by-laws allowing the Board to operate with reduced procedural
     requirements and take other necessary actions during an emergency
     condition; and
   º make certain other updates, clarifications and ministerial and conforming
     changes.

The foregoing description of the Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-laws, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.

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