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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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February 3, 2020
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CVS HEALTH CORPORATION
(Exact name of registrant as specified
in its charter)
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Delaware
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001-01011
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05-0494040
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One CVS Drive, Woonsocket, Rhode Island
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02895
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(401) 765-1500
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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CVS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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o
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Section
5 – Corporate Governance and Management
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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(b)
To the extent applicable, the information in the below Item 8.01 is incorporated by reference herein.
Section
8 – Other Events
CVS Health Corporation (“CVS Health”)
today announced upcoming changes to its Board of Directors (the “Board”). Richard “Dick” Swift,
Richard Bracken and Mark Bertolini will not stand for re-election at CVS Health’s upcoming Annual Meeting of Stockholders
(the “Annual Meeting”). Following the Annual Meeting, the Board will then be reduced to 13 from 16 directors,
in order to further align with corporate governance best practices.
A copy of the press release dated February 3, 2020 is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
Section 9 –
Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The exhibits to this Current Report on Form 8-K are as follows:
INDEX TO EXHIBITS
99.1 Press Release of CVS Health Corporation dated February 3, 2020
104 Cover
Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CVS HEALTH CORPORATION
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Date: February 3, 2020
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By:
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/s/ Colleen M. McIntosh
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Colleen M. McIntosh
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Senior Vice President and Corporate Secretary
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Exhibit 99.1
CVS Health Announces Upcoming Changes to
Board of Directors
Board Will Transition from 16 to 13 Directors
WOONSOCKET, R.I., Feb. 3, 2020 – CVS Health (NYSE:
CVS) today announced upcoming changes to its Board of Directors (the “Board”). Richard “Dick” Swift, Richard
Bracken and Mark Bertolini will not stand for reelection at the company’s 2020 Annual Meeting. The Board will then be reduced
from 16 to 13 directors in order to further align with corporate governance best practices.
Mr. Swift, the former Chair of the Board, President and Chief Executive
Officer of Foster Wheeler Ltd., will be retiring from the Board after having reached the mandatory retirement age. He has served
as a director of CVS Health since September 2006.
Mr. Bracken, the former Chair and Chief Executive Officer of HCA
Inc. and HCA Holdings, Inc., will be leaving the Board and retiring from board service after a 45 year career in health care to
spend more time on personal interests. He has served as a director since January 2015.
Mr. Bertolini, the former Chair and Chief Executive Officer of
Aetna Inc., became a director upon the November 2018 closing of CVS Health’s acquisition of Aetna. Following the successful
integration of the Aetna business, Mr. Bertolini will not continue as a member of the Board after the Annual Meeting.
David W. Dorman, Chair of the Board, stated, “We want to
thank each of these highly accomplished individuals for their service to the company and wish them all the best in the future.
We particularly want to thank Dick and Richard for the tremendous leadership and expertise each brought to the Board during their
many years of service, including Dick’s role as Chair of the Audit Committee and Richard’s role as Chair of the Medical
Affairs Committee. The Board would also like to thank Mark for his contribution to the successful integration of Aetna.”
Dorman continued, “CVS Health is successfully executing against
its strategy of becoming the world’s most consumer-centric health care company. As the organization continues to evolve,
the remaining directors of the Board and I have the utmost confidence in the strength of the current management team, the progress
the company has shown to date and ability of CVS Health to deliver value to all stakeholders moving forward.”
About CVS Health
CVS Health is the nation’s premier health innovation company
helping people on their path to better health. Whether in one of its pharmacies or through its health services and plans, CVS
Health is pioneering a bold new approach to total health by making quality care more affordable, accessible, simple and seamless.
CVS Health is community-based and locally focused, engaging consumers with the care they need when and where they need it. The
Company has approximately 9,900 retail locations, approximately 1,100 walk-in medical clinics, a leading pharmacy benefits manager
with more than 102 million plan members, a dedicated senior pharmacy care business serving more than one million patients per
year and expanding specialty pharmacy services. CVS Health also serves an estimated 38 million people through traditional, voluntary
and consumer-directed health insurance products and related services, including rapidly expanding Medicare Advantage offerings
and a leading standalone Medicare Part D prescription drug plan. The Company believes its innovative health care model increases
access to quality care, delivers better health outcomes and lowers overall health care costs. Find more information about how
CVS Health is shaping the future of health at https://www.cvshealth.com.
Exhibit 99.1
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements made by or on behalf of CVS Health Corporation. By their nature, all forward-looking
statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking
statements for a number of reasons as described in our Securities and Exchange Commission (“SEC”) filings, including
those set forth in the Risk Factors section and under the section entitled “Cautionary Statement Concerning Forward-Looking
Statements” in our most recently filed Annual Report on Form 10-K and in our most recently filed Quarterly Report on Form
10-Q.
Investor Contact:
Valerie Haertel
CVS Health
401-770-4050
Valerie.Haertel@CVSHealth.com
Media Contact:
T.J. Crawford
CVS Health
212-457-0583
CrawfordT2@aetna.com