CVS Health

Annual Meeting of Stockholders

CVS Health remains a preeminent health care company, uniquely positioned to deliver more affordable, accessible, and effective care. Through our unique suite of enterprise assets, we can deliver value to all health care stakeholders and help them to better realize their health care goals.

David W. Dorman
Chairman of the Board

Larry J. Merlo
President and Chief Executive Officer

Meeting Information

Date and Time

June 4, 2018, 8:00 A.M.

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Place

CVS Health Corporation
Customer Support Center
One CVS Drive
Woonsocket, Rhode Island 02895

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Voting Items

  Board Recommendation Further information

ITEM 1

Election of directors

 each director nominee

Our directors are seasoned leaders who bring a mix of skills and qualifications to the Board

pages 9-17

ITEM 2

Ratify the appointment the Company’s independent registered public accounting firm for 2018

Based on its recent evaluation, our Audit Committee believes that the retention of Ernst & Young is in the best interests of the Company and its stockholders

pages 29-30

ITEM 3

Say on pay - an advisory vote on the approval of the Company's executive compensation

Our executive compensation program reflects our unwavering commitment to paying for performance and reflects feedback received from stockholder outreach

pages 31-32
ITEM 4
Approve an amendment to the Company’s Certificate of Incorporation to reduce the ownership threshold for our stockholders’ right to call special meetings

We believe that a lower threshold is consistent with the advisory vote of a majority of stockholders who voted at the 2017 annual meeting

page 65

ITEM 5

Stockholder proposal regarding executive pay confidential voting

The proposed by-law would restrict our ability to engage with our stockholders and it is unnecessary because stockholders already have the ability to keep their votes confidential

pages 66-67