0000064803-15-000012.txt : 20150306 0000064803-15-000012.hdr.sgml : 20150306 20150306161837 ACCESSION NUMBER: 0000064803-15-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150305 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20150306 DATE AS OF CHANGE: 20150306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CVS HEALTH Corp CENTRAL INDEX KEY: 0000064803 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 050494040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01011 FILM NUMBER: 15681878 BUSINESS ADDRESS: STREET 1: ONE CVS DR. CITY: WOONSOCKET STATE: RI ZIP: 02895 BUSINESS PHONE: 4017651500 MAIL ADDRESS: STREET 1: ONE CVS DR. CITY: WOONSOCKET STATE: RI ZIP: 02895 FORMER COMPANY: FORMER CONFORMED NAME: CVS CAREMARK CORP DATE OF NAME CHANGE: 20070509 FORMER COMPANY: FORMER CONFORMED NAME: CVS/CAREMARK CORP DATE OF NAME CHANGE: 20070322 FORMER COMPANY: FORMER CONFORMED NAME: CVS CORP DATE OF NAME CHANGE: 19970128 8-K 1 form8-kmarch2015electionof.htm PRESS RELEASE Form8-KMarch2015ElectionofDirector


 

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


Date of Report (Date of earliest event reported): March 5, 2015

CVS HEALTH CORPORATION
(Exact Name of Registrant
as Specified in 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. below):
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))


 


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d): Effective March 5, 2015, the Board of Directors (the “Board”) of CVS Health Corporation (the “Corporation”) elected Alecia A. DeCoudreaux to serve on the Board.

Ms. DeCoudreaux, age 60, has been President of Mills College, a liberal arts college for women with graduate programs for women and men, since July 2011. Previously, Ms. DeCoudreaux served in a number of leadership roles at Eli Lilly and Company (“Eli Lilly”), a global pharmaceutical manufacturer, including as vice president and deputy general counsel, specialty legal team, from 2010-2011, vice president and general counsel, Lilly USA, from 2005-2009, and secretary and deputy general counsel of Eli Lilly from 1999-2005. During her 30-year career with Eli Lilly Ms. DeCoudreaux also previously served as an executive director of Lilly Research Laboratories, director of federal government relations, director of state government relations and director of community relations. In addition, Ms. DeCoudreaux has served on a number of charitable, educational, for profit and non-profit boards, including as both a trustee and board chair at Wellesley College.

Ms. DeCoudreaux was determined by the Board to be “independent” under the Corporate Governance Rules of the New York Stock Exchange and under the Corporation’s Corporate Governance Guidelines.

Ms. DeCoudreaux’s compensation for service as a non-employee director will be consistent with that of the Corporation’s other non-employee directors, subject to proration to reflect the commencement date of her service on the Board. The Corporation’s director compensation practices are described under the caption “Non-Employee Director Compensation” in the Corporation’s Annual Proxy Statement filed with the Securities and Exchange Commission on about March 28, 2014.




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 HEALTH CORPORATION
 
 
 
 
 
 
 
By:
/s/ David M. Denton
 
 
 
David M. Denton
Executive Vice President
 
 
 
and Chief Financial Officer
 
 
 
Dated: March 7, 2015