Item 5.07 Submission of Matters to a Vote of Security Holders.
The following are the voting results on each matter submitted to the stockholders ofCVS Health Corporation (the "Company") at the Annual Meeting of Stockholders held onMay 11, 2022 (the "Annual Meeting"). The proposals below are described in detail in the proxy statement filed by the Company onApril 1, 2022 (the "Proxy Statement"). There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,139,788,473 shares of the Company's common stock, constituting a quorum. At the Annual Meeting, 11 nominees for director were elected to the Company's Board of Directors for a term of one year (Item 1). The Company proposal regarding the ratification of the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for 2022 (Item 2) was approved. The Company proposal to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement (Item 3) was approved. Five stockholder proposals (Items 4, 5, 6, 7, and 8) were not approved. Item For Against Abstained Broker Non-Votes 1. The election, for one-year terms, of persons nominated for election as directors of the Company, as set forth in the Company's Proxy Statement, was approved by the following votes: Fernando Aguirre 980,147,086 4,942,589 2,361,204 152,337,594 C. David Brown II 921,004,907 64,110,649 2,335,323 152,337,594 Alecia A. DeCoudreaux 981,033,116 4,151,581 2,266,182 152,337,594 Nancy-Ann M. DeParle 972,420,338 12,943,153 2,087,388 152,337,594 Roger N. Farah 969,456,061 15,758,278 2,236,540 152,337,594 Anne M. Finucane 961,929,331 23,425,711 2,095,837 152,337,594 Edward J. Ludwig 974,606,439 10,568,872 2,275,568 152,337,594 Karen S. Lynch 978,273,848 7,721,357 1,455,674 152,337,594 Jean-Pierre Millon 953,549,562 31,648,123 2,253,194 152,337,594 Mary L. Schapiro 981,394,995 3,978,425 2,077,459 152,337,594 William C. Weldon 972,634,619 12,527,031 2,289,229 152,337,594 2. Company proposal to ratify the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for 2022, as set forth in the Company's Proxy Statement, was approved by the following vote: 1,116,442,556 20,830,100 2,515,817 None 3. Company proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, as set forth in the Company's Proxy Statement, was approved by the following vote: 903,024,507 80,791,141 3,635,231 152,337,594 4. Stockholder proposal for reducing the Company's ownership threshold to request a special stockholder meeting, as set forth in the Company's Proxy Statement, was not approved by the following vote: 417,733,556 566,063,103 3,654,220 152,337,594 5. Stockholder proposal regarding the Company's independent Board Chair, as set forth in the Company's Proxy Statement, was not approved by the following vote: 210,689,771 767,744,358 9,016,750 152,337,594 6. Stockholder proposal on a civil rights and non-discrimination audit focused on "non-diverse" employees, as set forth in the Company's Proxy Statement, was not approved by the following vote: 15,848,267 956,586,591 15,016,021 152,337,594 7. Stockholder proposal requesting paid sick leave for all employees, as set forth in the Company's Proxy Statement, was not approved by the following vote: 255,627,021 719,860,486 11,963,372 152,337,594 8. Stockholder proposal regarding a report on the public health costs of the Company's food business to diversified portfolios, as set forth in the Company's Proxy Statement, was not approved by the following vote: 116,708,035 854,020,238 16,722,606 152,337,594 1
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit to this Current Report on Form 8-K is as follows:
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