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 13, 2021 (the "Annual Meeting"). The proposals below are described in detail in the proxy statement filed by the Company onApril 2, 2021 (the "Proxy Statement"). There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,125,585,859 shares of the Company's common stock, constituting a quorum. At the Annual Meeting, 13 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 2021 (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. Two stockholder proposals (Items 4 and 5) 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 938,497,569 6,752,228 1,739,933 178,596,129 C. David Brown II 886,622,076 58,658,214 1,709,440 178,596,129 Alecia A. DeCoudreaux 940,348,495 5,023,246 1,617,989 178,596,129 Nancy-Ann M. DeParle 938,644,542 6,939,966 1,405,222 178,596,129 David W. Dorman 820,655,573 122,465,159 3,868,998 178,596,129 Roger N. Farah 925,968,715 19,296,491 1,724,524 178,596,129 Anne M. Finucane 920,718,682 24,829,190 1,441,858 178,596,129 Edward J. Ludwig 936,314,128 9,069,809 1,605,793 178,596,129 Karen S. Lynch 935,515,848 10,201,413 1,272,469 178,596,129 Jean-Pierre Millon 917,470,260 27,849,807 1,669,663 178,596,129 Mary L. Schapiro 940,106,110 5,462,954 1,420,666 178,596,129 William C. Weldon 925,386,817 19,991,798 1,611,115 178,596,129 Tony L. White 920,006,541 25,203,666 1,779,523 178,596,129 2. Company proposal to ratify the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for 2021, as set forth in the Company's Proxy Statement, was approved by the following vote: 1,100,737,544 22,778,126 2,070,189 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: 851,824,270 91,423,549 3,741,911 178,596,129 4. Stockholder proposal for reducing the ownership threshold to request a stockholder action by written consent, as set forth in the Company's Proxy Statement,
was not approved by the following vote: 350,325,582 592,589,356
4,074,792 178,596,129
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: 233,712,651 709,182,656 4,094,423 178,596,129 1 --------------------------------------------------------------------------------
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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