Cvs Health Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 13 nominated directors to the Board to hold office until the next annual meeting.

2. 2

   Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Say on Pay — Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy.

   More detail

   This advisory proposal asks stockholders to approve the disclosed 2025 compensation for Named Executive Officers (NEOs) as detailed in the CD&A and compensation tables. Management seeks endorsement to signal stockholder support for its pay-for-performance framework, which emphasizes performance-based incentives (MIP and PSUs) and a majority of pay at risk. The Board evaluated prior say-on-pay results (~59% support in 2025), engaged with stockholders, and made adjustments and commitments (e.g., not modifying CEO equity treatment for three years absent extraordinary circumstances) to address investor concerns. The Board recommends FOR, arguing the program aligns compensation with achievement of financial, operational and strategic goals, employs robust governance features (clawbacks, stock ownership guidelines, recoupment policies) and balances short- and long-term metrics. The proposal is non-binding, but the Board and MP&D Committee will consider the vote’s outcome in future compensation decisions.

4. 4

   Approve the Company’s 2026 Incentive Compensation Plan

   ManagementBoard: FOR

   Approve the 2026 Incentive Compensation Plan to replace the expiring 2017 plan and reserve up to ~31.0 million shares for equity awards, enabling continued grants to attract and retain employees.

   More detail

   This management proposal requests approval of the 2026 Incentive Compensation Plan to replace the 2017 plan upon its expiration, authorizing approximately 31.0 million shares (including remaining 2017 plan shares) for awards. Management seeks this authorization to maintain the ability to grant PSUs, RSUs, options and other equity awards used for retention, recruitment and performance alignment across ~12,000 employees. The Board justifies the share request based on historical burn rates and expects the reserve to last ~three years under current practices. The 2026 ICP includes protections for stockholders — no repricing without approval, no dividend payments on unvested awards, double-trigger CIC provisions, limits on per-person and non-employee director awards, and recoupment policies — and prohibits liberal recycling of shares. The Board recommends FOR, arguing that losing the ability to grant equity would force cash compensation increases, harm competitiveness, and weaken alignment with stockholders. Proxy advisory metrics such as dilution, burn rate and overhang were considered in setting the share reserve. The proposal is significant for governance and compensation alignment.

5. 5

   Stockholder Proposal for Reducing the Threshold for Our Stockholder Right to Act By Written Consent

   Shareholder — John CheveddenBoard: AGAINST

   A shareholder proposal asking the Board to enable 10% of shares to request a record date to initiate written consent; the Board recommends against it.

   More detail

   The proponent seeks to lower the ownership threshold required to request a record date for shareholder written consent from the current 25% to 10%, arguing this would enable shareholders to act between meetings, increase board accountability, and prevent director complacency. Management opposes the reduction, citing inaccuracies in the proponent’s statements, prior rejections of similar proposals, and the risk that a small group could inappropriately pursue narrow agendas; the Board also notes existing avenues for shareholder action (15% threshold for special meetings, proxy access by-law, direct engagement). The Board recommends AGAINST. The issue raises governance trade-offs between facilitating shareholder activism and protecting the company from disruptive minority actions; the Board favors preserving a higher threshold to ensure broad support for extraordinary measures.

Upcoming shareholder meetings at Cvs Health Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Cvs Health Corp 2026 annual meeting?

Cvs Health Corp (CVS) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Cvs Health Corp 2026 meeting?

The record date for the Cvs Health Corp 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cvs Health Corp's 2026 meeting?

The board is presenting 13 director nominees at the Cvs Health Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cvs Health Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Cvs Health Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.