Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 8, 2022, David W. Dorman, the current Chair of the Board of Directors (the "Board") of CVS Health Corporation ("CVS Health"), informed the Board that he intends to retire at the end of his current term and will not stand for re-election at the Annual Meeting of Stockholders on May 11, 2022. Mr. Dorman's retirement is not a result of any disagreement with CVS Health.

Mr. Tony L. White, an independent director of the Board of CVS Health, having reached mandatory retirement age, will also retire from the Board effective upon the Annual Meeting of Stockholders.

The Board of CVS Health has selected Roger N. Farah, an independent director of the Board and member of the Management Planning and Development and Medical Affairs Committees of the Board, to become Chair of the Board effective May 11, 2022, subject to his re-election at the Annual Meeting of Stockholders. Mr. Farah has been an independent director of the Board of CVS Health since November 2018.

On March 10, 2022, CVS Health issued a press release announcing the retirements of Mr. Dorman and Mr. White and the selection of Mr. Farah as the next Chair of the Board. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.




Item 9.01   Financial Statements and Exhibits.



(d)         Exhibits.

Exhibit No. Description

99.1 Press Release, dated March 10, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL).

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