{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-260405","form_type":"8-K","ticker":"CVS","cik":"0000064803","company_name":"CVS HEALTH Corp","filed_at":"2024-11-18T23:59:59+00:00","discovered_at":"2026-05-14T18:03:10.810316+00:00","generated_at":"2026-05-29T23:25:46.971917+00:00","sec_items":["1.01","5.02","7.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"CVS Health adds four directors, enters pact with Glenview Capital; CEO pay raised","bullets":["Board expanded from 12 to 16 with appointments of Leslie Norwalk, Larry Robbins, Guy Sansone, Doug Shulman.","Glenview Capital (Larry Robbins) gets board seats; standstill until 30 days before 2026 director nomination window.","CEO David Joyner's total direct compensation raised to $19M/yr ($1.5M base, $3M bonus target, $14.5M LTI).","Prem Shah (EVP Group President) gets $1.1M base, $1.925M bonus target, $9M LTI; one-time option award $6M.","Tilak Mandadi receives $3M in time-vesting RSUs as retention award; vests over three years."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-260405","json":"https://secwatch.observer/filing/0001193125-24-260405.json","markdown":"https://secwatch.observer/filing/0001193125-24-260405.md","text":"https://secwatch.observer/filing/0001193125-24-260405.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/64803/000119312524260405/0001193125-24-260405-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/64803/000119312524260405/d828431d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-29T23:25:46.971917+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":"05009fadc2","claim":"Larry Robbins was appointed as Director at CVS HEALTH Corp.","evidence_excerpt":"On November 17, 2024, Ms. Norwalk, Mr. Robbins, Mr. Sansone and Mr. Shulman were appointed to the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000119312524260405/0001193125-24-260405-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8655850fde","claim":"Doug Shulman was appointed as Director at CVS HEALTH Corp.","evidence_excerpt":"On November 17, 2024, Ms. Norwalk, Mr. Robbins, Mr. Sansone and Mr. Shulman were appointed to the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000119312524260405/0001193125-24-260405-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c2cf2a1a67","claim":"Guy Sansone was appointed as Director at CVS HEALTH Corp.","evidence_excerpt":"On November 17, 2024, Ms. Norwalk, Mr. Robbins, Mr. Sansone and Mr. Shulman were appointed to the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000119312524260405/0001193125-24-260405-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ca9f615f4e","claim":"Leslie Norwalk was appointed as Director at CVS HEALTH Corp.","evidence_excerpt":"On November 17, 2024, Ms. Norwalk, Mr. Robbins, Mr. Sansone and Mr. Shulman were appointed to the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/64803/000119312524260405/0001193125-24-260405-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}