UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Section 5 - Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Effective August 28, 2019, the Management Planning and Development Committee of CVS Health Corporation (the “Company”) decided to grant the 2020 performance stock unit (PSU) award to Mr. Larry J. Merlo, our President and Chief Executive Officer. The PSU grant is being awarded at this time to align Mr. Merlo’s incentives to the completion of the Aetna integration and the first phase of the Company’s initiatives to transform health care. This grant is in lieu of Mr. Merlo’s 2020 award and Mr. Merlo will not be granted any PSUs in 2020 (it is expected that he will receive a stock option grant in April 2020 as part of our normal course equity grant practices).
The grant date value of the PSU is $10,125,000, which was the target value of Mr. Merlo’s 2019 PSU award. The award is subject to the achievement of pre-defined performance targets based on metrics that were selected following engagement with stockholders, including Earnings Per Share growth, de-levering and relative Total Shareholder Return. For EPS growth and de-levering, the targets are consistent with guidance provided in June 2019 at our Investor Day. The period to measure performance is consistent with other 2019 performance awards and runs through December 31, 2021. The award provides for full vesting at actual performance if Mr. Merlo is separated without cause and pro-rated vesting at actual performance upon qualified retirement. The award is forfeited if Mr. Merlo resigns or is terminated for cause. The award will otherwise be subject to the terms of the Corporation’s 2017 Stock Incentive Plan. The award will be granted on August 30, 2019, the Company’s pre-established quarterly grant date for equity awards.
Section 9 - Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The exhibit to this Current Report on Form 8-K is as follows:
INDEX TO EXHIBITS
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.
| CVS HEALTH CORPORATION | ||
| Date: August 29, 2019 | By: | /s/ Eva C. Boratto |
| Eva C. Boratto | ||
| Executive Vice President and Chief Financial Officer | ||