--- schema_version: "secwatch.filing_event.v1" accession: "0000064803-26-000082" form_type: "8-K" ticker: "CVS" cik: "0000064803" company_name: "CVS HEALTH Corp" filed_at: "2026-05-18T20:13:58+00:00" generated_at: "2026-05-18T21:16:37.152728+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # CVS shareholders approve 2026 incentive plan, re-elect directors at annual meeting ## Summary - 13 directors elected; all management proposals passed including 2026 ICP approval. - 2026 Incentive Compensation Plan replaces expiring 2017 plan; effective for awards after May 14, 2026. - Advisory say-on-pay passed with ~94% of votes cast (excluding broker non-votes). - Ernst & Young ratified as independent auditor for 2026 with 1.12B votes for. - Stockholder proposal to reduce written consent threshold failed with ~40% support. ## SEC filing metadata - accession: 0000064803-26-000082 - form_type: 8-K - ticker: CVS - cik: 0000064803 - company_name: CVS HEALTH Corp - filed_at: 2026-05-18T20:13:58+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/64803/000006480326000082/0000064803-26-000082-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/64803/000006480326000082/cvs-20260514.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000064803-26-000082 - JSON: https://secwatch.observer/filing/0000064803-26-000082.json - Plain text: https://secwatch.observer/filing/0000064803-26-000082.txt ## Key facts - Shareholder Votes CVS HEALTH Corp shareholders approved Approval of the Company's 2026 Incentive Compensation Plan at the 2026-05-14 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-05-14 source text: Company proposal to approve the Company’s 2026 Incentive Compensation Plan, as set forth in the Company's Proxy Statement, was approved by the following vote: 1,006,709,390 28,851,289 3,157,795 104,083,932 evidence_url: https://www.sec.gov/Archives/edgar/data/64803/000006480326000082/0000064803-26-000082-index.htm - Shareholder Votes CVS HEALTH Corp shareholders approved Election of 13 nominees for one-year terms at the 2026-05-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-14 source text: 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 1,022,555,114 14,973,034 1,190,326 104,083,932 Jeffrey R. Balser, M.D., Ph.D. 1,027,705,454 9,787,711 1,225,309 104,083,932 C. David Brown II 963,381,905 74,082,639 1,253,930 104,083,932 Alecia A. DeCoudreaux 996,234,731 41,326,102 1,157,641 104,083,932 Anne M. Finucane 1,010,527,586 27,032,194 1,158,694 104,083,932 John E. Gallina 1,024,886,453 12,566,628 1,265,393 104,083,932 J. David Joyner 968,110,706 66,554,762 4,053,006 104,083,932 J. Scott Kirby 995,832,249 41,667,652 1,218,573 104,083,932 Michael F. Mahoney 940,279,615 96,450,126 1,988,733 104,083,932 Leslie V. Norwalk 1,021,952,646 15,580,839 1,184,989 104,083,932 Larry M. Robbins 1,026,332,859 11,150,192 1,235,423 104,083,932 Guy P. Sansone 995,433,957 42,056,031 1,228,486 104,083,932 Douglas H. Shulman 1,020,665,806 16,793,215 1,2 evidence_url: https://www.sec.gov/Archives/edgar/data/64803/000006480326000082/0000064803-26-000082-index.htm - Shareholder Votes CVS HEALTH Corp shareholders rejected Stockholder proposal for reducing the threshold for the right to act by written consent at the 2026-05-14 meeting. - Outcome: failed - Meeting: 2026-05-14 source text: Stockholder proposal for reducing the threshold for the Company’s stockholder right to act by written consent, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 417,969,177 617,361,014 3,388,283 104,083,932 evidence_url: https://www.sec.gov/Archives/edgar/data/64803/000006480326000082/0000064803-26-000082-index.htm - Shareholder Votes CVS HEALTH Corp shareholders approved Advisory approval of named executive officer compensation at the 2026-05-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-14 source text: 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: 976,252,194 59,088,923 3,377,357 104,083,932 evidence_url: https://www.sec.gov/Archives/edgar/data/64803/000006480326000082/0000064803-26-000082-index.htm - Shareholder Votes CVS HEALTH Corp shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026 at the 2026-05-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-14 source text: Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026, as set forth in the Company’s Proxy Statement, was approved by the following vote: 1,117,411,640 24,102,167 1,288,599 None evidence_url: https://www.sec.gov/Archives/edgar/data/64803/000006480326000082/0000064803-26-000082-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.