{"schema_version":"secwatch.filing_event.v1","accession":"0000064803-23-000019","form_type":"8-K","ticker":"CVS","cik":"0000064803","company_name":"CVS HEALTH Corp","filed_at":"2023-05-24T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.930746+00:00","generated_at":"2026-06-14T16:17:51.904617+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.15,"calibrated_materiality_score":0.15,"confidence":"high","headline":"CVS Health shareholders elect all 11 board nominees, approve E&Y, reject all five stockholder proposals","bullets":["All 11 director nominees elected; Karen S. Lynch received ~922M for vs ~10.9M against.","Ratification of Ernst & Young as auditor for 2023 approved with ~1.07B votes for.","Advisory say-on-pay approved (~745M for, ~186M against); shareholders favor annual frequency.","Five stockholder proposals (paid sick leave, special meeting threshold, by-law amendments, worker rights, board interlocks) all defeated.","Meeting had quorum of 1.09B shares; no other material actions."],"urls":{"canonical":"https://secwatch.observer/filing/0000064803-23-000019","json":"https://secwatch.observer/filing/0000064803-23-000019.json","markdown":"https://secwatch.observer/filing/0000064803-23-000019.md","text":"https://secwatch.observer/filing/0000064803-23-000019.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/cvs-20230518.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T16:17:51.904617+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2951c83279883eeaaec4f87558e256dd799549bd","claim":"CVS HEALTH Corp shareholders rejected Stockholder proposal to prevent directors from simultaneously sitting on boards of other companies at the 2023-05-18 meeting.","evidence_excerpt":"9. Stockholder proposal to prevent Company directors from simultaneously sitting on the boards of directors of any other company, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 12,060,476 918,626,020 4,913,326 158,712,081","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"4f02ca042724ef336fa78539e1371fe14eb87ac1","claim":"CVS HEALTH Corp shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2023 at the 2023-05-18 meeting.","evidence_excerpt":"2. Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023, as set forth in the Company’s Proxy Statement, was approved by the following vote: 1,066,204,214 25,251,007 2,856,682 None","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"5f48c6fa292022e9c4ba3af4121a78fce7950e55","claim":"CVS HEALTH Corp shareholders approved Advisory vote to approve executive compensation at the 2023-05-18 meeting.","evidence_excerpt":"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: 745,115,461 185,740,147 4,744,214 158,712,081","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"65487da5faf6e7953ca37cef40bef9c44e69f69d","claim":"CVS HEALTH Corp shareholders rejected Stockholder proposal requesting a report on a 'worker rights assessment' at the 2023-05-18 meeting.","evidence_excerpt":"8. Stockholder proposal requesting a report on a “worker rights assessment”, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 241,981,808 676,428,357 17,189,657 158,712,081","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"7908cf07127a6b13e235bb0a8f7e52265e0aa71a","claim":"CVS HEALTH Corp shareholders rejected Stockholder proposal requesting paid sick leave for all employees at the 2023-05-18 meeting.","evidence_excerpt":"5. 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: 239,883,042 675,362,283 20,354,497 158,712,081","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"91b73c00ae278e225d2e8bfea718de0a115a0d1f","claim":"CVS HEALTH Corp shareholders approved Election of 11 nominees for director for a one-year term at the 2023-05-18 meeting.","evidence_excerpt":"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 of CVS Health Corporation (the “Company”) at the Annual Meeting of Stockholders held on May 18, 2023 (the “Annual Meeting”). The proposals below are described in detail in the proxy statement filed by the Company on April 7, 2023 (the “Proxy Statement”). There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,094,311,903 shares of the Company’s common stock, constituting a quorum. At the Annual Meeting, the 11 nominees for director were elected to the Company’s Board of Directors for a term of one year (Item 1).","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"988c5e8e4899f67af0ad3c7260957b52adf56001","claim":"CVS HEALTH Corp shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-05-18 meeting.","evidence_excerpt":"4. Company proposal seeking a recommendation, on an advisory basis, regarding the frequency of future stockholder votes on executive compensation resulted in a recommendation of every one (1) year, with the following votes recorded: One year: 911,385,062 Two years: 2,416,638 Three years: 18,824,696 Abstain: 2,973,426","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"d6439fa7481b133fbcae23e2533c0113dbaee65a","claim":"CVS HEALTH Corp shareholders rejected Stockholder proposal regarding 'fair elections' and requiring stockholder approval of certain by-law amendments at the 2023-05-18 meeting.","evidence_excerpt":"7. Stockholder proposal regarding “fair elections” and requiring stockholder approval of certain types of by-law amendments, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 171,929,804 755,940,917 7,729,101 158,712,081","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"ec1361063046e3a9196f77932f1cdf72de020b5f","claim":"CVS HEALTH Corp shareholders rejected Stockholder proposal for reducing ownership threshold to request a special stockholder meeting at the 2023-05-18 meeting.","evidence_excerpt":"6. 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: 380,646,548 551,246,853 3,706,421 158,712,081","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000006480323000019/0000064803-23-000019-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}