8-K/A 1 a8kaannualmeetingnotice.htm 8-K/A 8KA Annual Meeting Notice



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K/A
(AMENDMENT NO. 1)

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):  May 9, 2013
 
CVS CAREMARK CORPORATION
(Exact Name of Registrant
as Specified in its Charter)
 
 
 
Delaware
 
 
 
 
(State or Other Jurisdiction of Incorporation)
 
 
 
 
 
 
 
001-01011
 
 
 
05-0494040
(Commission File Number)
 
 
 
(IRS Employer Identification No.)
 
One CVS Drive
 
 
Woonsocket, Rhode Island
 
02895
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  (401) 765-1500
 

 
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 (see General Instruction A.2.):
 
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))






CVS Caremark Corporation (the "Company") is filing this Amendment No. 1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2013 to amend item number 5.07 to include voting information that was inadvertently missing from the table due to a software error. There are no changes to any other items included in that filing.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
The following are the voting results on each matter submitted to the Company's stockholders at the Annual Meeting of Stockholders held on May 9, 2013 (the "Annual Meeting"). The proposals below are described in detail in the Proxy Statement pertaining to the Annual Meeting. At the Annual Meeting, the 9 nominees for director were elected to the Company's Board of Directors for a term of one year (Proposal 1). In addition, management proposals regarding ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2013, the non-binding approval of the compensation of the Company's named executive officers as disclosed in the Proxy Statement, an amendment of the Company's 2007 Employee Stock Purchase Plan to add shares to the Plan, and a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation that amends the voting thresholds required under the "fair price provision set forth in Article Fifth of the Company's Amended and Restated Certificate of Incorporation (Proposals 2-5), were approved. Stockholder proposals requesting (i) a report on political contributions, (ii) a policy on accelerated vesting of equity awards of senior management upon a change in control and (iii) a report on lobbying, respectively (Proposals 6-8), were rejected.




 
 
For
Against
Abstained
Broker Non-Votes
1.
 The election, for one-year terms, of all
 persons nominated for directors, as
 set forth in the Company's Proxy
 Statement, was approved by the
 following votes:
 
 
 
 
 
 
 
C. David Brown II
959,833,148

11,368,524

4,749,340

78,085,784

 
David W. Dorman
960,810,928

10,414,321

4,725,763

78,085,784

 
Anne M. Finucane
964,386,003

6,873,949

4,691,059

78,085,784

 
Kristen Gibney Williams
965,006,245

6,243,989

4,700,778

78,085,784

 
Larry J. Merlo
965,494,685

5,813,340

4,642,849

78,085,784

 
Jean-Pierre Millon
964,980,356

6,209,748

4,760,908

78,085,784

 
Richard J. Swift
895,399,057

75,799,466

4,752,488

78,085,784

 
William C. Weldon
963,566,064

7,636,093

4,748,191

78,085,784

 
Tony L. White
961,649,582

9,535,717

4,765,713

78,085,784

 
 
 
 
 
 
2.
  Ratification of the appointment of
 Ernst & Young LLP as the
 Company's independent registered
 public accounting firm for the 2013
 fiscal year, as set forth in the
 Company's Proxy Statement, was
 approved by the following vote:
1,043,544,357

5,711,671

4,780,768

—

3.
 Company proposal to approve, by a
 non-binding vote, the compensation
 of the Company's named executive
 officers, as set forth in the
 Company's Proxy Statement, was
 approved by the following vote:
928,850,203

38,719,824

8,378,994

78,087,775

4.
 Company proposal to approve an
 amendment of its 2007 Employee
 Stock Purchase Plan to add shares to
 the Plan, as set forth in the
 Company's Proxy Statement, was
 approved by the following vote:
961,300,663

9,833,464

4,816,885

78,085,784

5.
  Company proposal to approve
an amendment of the Company's Amended and Restated Certificate of Incorporation to reduce the voting thresholds in the fair price provision, as set forth in the Company's Proxy Statement, was approved by the following vote:
946,668,244

23,718,646

5,562,131

78,087,775

6.
  Stockholder proposal requesting a
  report on political contributions and
  expenditures, as set forth in the
  Company's Proxy Statement, was
  rejected by the following vote:
281,549,938

519,252,539

175,139,810

78,094,509

7.
  Stockholder proposal requesting a
  policy on accelerated vesting of
  equity awards of senior management
  upon a change in control, as set
  forth in the Company's Proxy
  Statement, was rejected by the
  following vote:
365,713,842

602,838,438

7,390,006

78,094,510

8.
  Stockholder proposal requesting a
  report on lobbying, as set forth in the
  Company's Proxy Statement, was
  rejected by the following vote:
285,546,275

514,580,877

175,815,135

78,094,509







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.


 
 
CVS CAREMARK CORPORATION
 
 
 
 
 
 
 
By:
/s/ Thomas S. Moffatt
 
 
 
Thomas S. Moffatt
Vice President and Corporate Secretary
 
 
 
 
 
 
 
Dated: May 14, 2013