CVS Health : 2022 Proxy

2022

Notice of Annual Meeting of Stockholders and Proxy Statement

May 11, 2022

Virtual Meeting at 8:00 a.m., Eastern Timewww.virtualshareholdermeeting.com/CVS2022 CVS Health Corporation

One CVS Drive

Woonsocket, Rhode Island 02895

The Annual Meeting will be held solely by means of remote communication for the health and safety of our stockholders and employees. This Notice of 2022 Annual Meeting and Proxy Statement is being mailed or transmitted beginning on or about April 1, 2022 to stockholders of record at the close of business on March 14, 2022

Healthy 2030 charts our course for this decade in four key areas

For more information about our Environmental, Social and Governance strategy and achievements, see the back pages of this proxy statement.

Message from Our Chair and Chief Executive Officer

Dear Fellow Stockholders:

2021 marked another successful year for CVS Health, at a pivotal time for America. We advanced our bold, consumer-centric health care strategy, exceeded our financial goals and continued to help lead our nation's response to COVID-19 by administering millions of tests and vaccinations at our local community health destinations across the country. Our accomplishments are a testament to our dedicated workforce of approximately 300,000 colleagues and trusted partners. As CVS Health becomes a bigger part of everyday health, we are delivering meaningful health care solutions that are personalized, connected and increasingly digital.

Our 2021 Financial Performance

For full year 2021, we exceeded our financial goals, reporting record total revenues and cash flow from operations which reflect robust growth across all business segments and focused improvements across the Company. We also returned more than $2.6 billion to our stockholders through cash dividends, while remaining committed to our investment grade ratings through net repayments of long-term debt. Please review our Annual Report to Stockholders, which is being delivered with this proxy statement, for more details on our financial performance.

Our 2021 performance demonstrates our ability to anticipate, deliver and exceed consumers' expectations for health care. Consumers are a major force driving change in health care and CVS Health continues to engage with them when, where and how they want - virtually, in the home, or in their local community. This convenience drives engagement, which in turn helps improve outcomes.

Bold Shifts

Our vision is to become the leading health solutions company for consumers, delivering a superior health care experience while driving improved health outcomes, lower costs, higher engagement levels and broader access to quality care. We will further unify our business around the consumer health experience and scale new sources of value, primarily by focusing on five strategic pillars:

1)Advance all-payer primary care delivery capabilities;

• 2) Optimize the retail portfolio to serve as community health destinations;

• 3) Diversify our growth portfolio with new health services;

• 4) Drive a digital-first, technology-forward approach; and

• 5) Enhance omnichannel health experiences.

We have been thoughtful and deliberate in formulating our vision and strategy for the future. You can expect CVS Health to deliver sustainable growth in our foundational businesses and additional growth from our new initiatives that place the consumer at the center of all that we do. We will also seek to drive meaningful cost improvements, generate strong cash flow and deploy a balanced capital allocation strategy.

Environmental, Social and Governance Focus

Environmental, Social and Governance ("ESG") matters are embedded in our culture and reflected through our actions to increase access to health care, support diversity and inclusion, invest in local communities and reduce our environmental impact. Our strategy leverages a strong stakeholder engagement process to maximize the benefits we can bring to our communities, our country, our planet and future generations.

Our ten-year ESG roadmap, newly renamed "Healthy 2030," sets long-term goals to guide our focus on key topics and we have aligned to eight of the seventeen United Nations Sustainable Development Goals. Our targets over this decade include commitments to address health equity, social determinants of health and our environmental impact. Thus far, we are pleased to have been recognized by the highly-regarded S&P Dow Jones Sustainability World Index for a third consecutive year as well as being named to the North American Index for the ninth consecutive year. We were also one of the first seven companies globally to have science-based net zero Green House Gas emissions targets validated by the Science Based Targets initiative and have been placed on the Carbon Disclosure Project A List for the third year for our commitment to climate action.

Corporate Governance and Stockholder Engagement

Over the course of each year, our management team and our Board of Directors work closely together on the advancement of the Company's strategic plan. This year was no exception. We continue to proactively engage with our stockholders to enhance our understanding and to be responsive of your perspectives and needs.

Effective with the 2022 Annual Meeting, Dave will be retiring as a director and Independent Chair of the Board. In addition, Tony White will not stand for re-election as he has reached the Board's mandatory retirement age, so the Board will be reduced to 11 members. Following a thorough evaluation of its leadership structure the Board has appointed Roger Farah to become its new Independent Chair of the Board following the Annual Meeting, subject to Roger's re-election to the Board.

Annual Meeting of Stockholders

For health and safety reasons, and to allow our stockholders to more easily participate regardless of their geographic location, our 2022 Annual Meeting will again be held virtually on Wednesday, May 11, 2022, at 8:00 a.m., Eastern Time. We ask you to please vote at your earliest convenience. Your vote is important.

Thank you for your continued interest and investment in CVS Health. We appreciate your support as we continue to reimagine health care for all consumers to meet their changing needs throughout their entire lifetime.

Sincerely,

David W. Dorman Chair of the Board

Karen S. Lynch

President and Chief Executive Officer

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Table of Contents

Message from Our Chair and Chief Executive Officer

Notice of Annual Meeting of StockholdersProxy Statement Highlights

Corporate Governance and Related Mattersi

1 4 12

Item 1: Election of Directors 12

The Board's Role and Activities in 2021 21

Board Structure and Processes 26

Committees of the Board 27

Audit Committee Matters 36

Item 2: Ratification of the Appointment of Our Independent Registered Public

Accounting Firm for 2022 36

Executive Compensation and Related Matters 38

Item 3: Say on Pay, a Proposal to Approve, on an Advisory Basis, the Company's

Executive Compensation 38

Letter from the Management Planning and

Development Committee 40

Compensation Committee Report 41

Compensation Discussion and Analysis 42

Summary 45

2021 Business and Performance Highlights 46

Executive Compensation Program Discussion 47

Compensation of Named Executive Officers 72

Summary Compensation Table 72

Grants of Plan-Based Awards 75

Outstanding Equity Awards at Fiscal Year-End 77

Option Exercises and Stock Vested 80

Pension Benefits 80

Nonqualified Deferred Compensation 81

Payments/(Forfeitures) Under

Termination Scenarios 82

CEO Pay Ratio 89

Stockholder Proposals 91

Item 4: Stockholder Proposal for Reducing our Ownership Threshold to Request a

Special Stockholder Meeting 91

Item 5: Stockholder Proposal Regarding Our

Independent Board Chair 93

Item 6: Stockholder Proposal on Civil Rights and Non-Discrimination Audit Focused on

"Non-Diverse" Employees 95

Item 7: Stockholder Proposal Requesting

Paid Sick Leave for All Employees 98

Item 8: Stockholder Proposal Regarding a

Report on the Public Health Costs of Our

Food Business to Diversified Portfolios 101

Ownership of and Trading in Our Stock 104

Executive Officer and Director Stock Ownership

Requirements 104

Share Ownership of Directors and Certain

Executive Officers 105

Share Ownership of Principal Stockholders 107

Delinquent Section 16(a) Reports 107

Other Information 108

Information About the Annual Meeting and Voting 108

Stockholder Proposals and Other Business for Our

Annual Meeting in 2023 111

Other Matters 112

Annex A - Reconciliation of Certain Amounts to

the Most Directly Comparable GAAP Measure

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CVS Health

Notice of Annual Meeting of Stockholders

May 11, 2022 8:00 a.m. Eastern Time

The Annual Meeting will be held exclusively online at www. virtualshareholdermeeting. com/CVS2022

How to Vote

Your vote is important to the future of CVS Health. You are eligible to vote if you were a stockholder of record at the close of business on March 14, 2022. Even if you plan to attend the Annual Meeting virtually, please vote as soon as possible using one of the following methods. In all cases, you should have your proxy card in hand:

USE THE INTERNETwww.proxyvote.com

USE A MOBILE DEVICE Scan this QR Code

CALL TOLL-FREE 1-800-690-6903

MAIL YOUR PROXY CARD

Follow the instructions on your voting form

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 11, 2022:

The proxy statement and 2021 Annual Report to Stockholders (the "2021 Annual Report"), which includes our Annual Report on Form 10-K and our audited financial statements, are available atwww.cvshealthannualmeeting.com and atwww.proxyvote.com.

Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials.

You are cordially invited to join our 2022 Annual Meeting of Stockholders, to be heldon Wednesday, May 11, 2022, at 8:00 a.m. Eastern Time. Our Annual Meeting will be conducted exclusively online.

Items to be Voted

• • Elect 11 director nominees named in this proxy statement;

• • Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2022;

• • Say on pay, an advisory vote to approve the Company's executive compensation;

• • Act on five stockholder proposals, if properly presented; and

• • Conduct any other business properly brought before the Annual Meeting.

Eligibility to Vote

Stockholders of record at the close of business on March 14, 2022 may vote at the Annual Meeting.

By Order of the Board of Directors,

Colleen M. McIntosh

Senior Vice President, Corporate Secretary and Chief Governance Officer CVS Health Corporation

One CVS Drive

Woonsocket, Rhode Island 02895 (principal executive office)

April 1, 2022

Your vote is important.

Our proxy statement and proxy card are being mailed or transmitted to stockholders entitled to vote at the Annual Meeting beginning on or about April 1, 2022. Whether or not you plan to attend the Annual Meeting, please vote your shares. In addition to voting by mail or during the Annual Meeting by following the instructions available on the Annual Meeting website, stockholders of record have the option of voting by telephone or via the Internet. If your shares are held in the name of a bank, broker or other holder of record (i.e., in "street name"), please read your voting instructions to see which of these options are available to you. Even if you are attending the Annual Meeting virtually, we encourage you to vote in advance by Internet, phone or mail.

We are pleased to take advantage of the U.S. Securities and Exchange Commission (the "SEC") rules that allow issuers to furnish proxy materials to their stockholders on the Internet. As a result, beginning on or about April 1, 2022, we are mailing a notice of Internet availability to many of our stockholders instead of paper copies of our proxy statement and our

2021 Annual Report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2021 Annual Report and proxy card.

The Annual Meeting will be accessible only atwww.virtualshareholdermeeting.com/ CVS2022 (the "Annual Meeting website"). We encourage you to access the Annual Meeting website prior to the start time and allow ample time to log into the Annual Meeting webcast and test your computer system. To be admitted to the Annual Meeting, you must enter the 16-digit control number found on the proxy card, Notice of Internet Availability or voting instruction form that accompanied your proxy materials when requested by the Annual Meeting website. You may vote during the Annual Meeting by following the instructions available on the Annual Meeting website.

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