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CVS Health (NYSE: CVS) taps Teresa Heitsenrether for board after Robbins exit

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CVS Health Corporation reported changes to its Board of Directors. On August 13, 2026, Larry M. Robbins resigned from the Board, effective immediately, with the company stating his departure did not result from any disagreement over operations, policies or practices. On August 17, 2026, the Board appointed Teresa Heitsenrether, Executive Vice President and Chief Data & Analytics Officer of JPMorgan Chase & Co., to join the Board effective November 18, 2026. She was determined to be independent under New York Stock Exchange rules and the company’s Corporate Governance Guidelines and will receive compensation consistent with other non‑employee directors, prorated to reflect her start date.

CVS Health highlighted its scale as of June 30, 2026, including approximately 9,000 retail pharmacy locations, more than 1,000 walk‑in and primary care clinics, a pharmacy benefits manager with about 87 million plan members, and health insurance products and services serving an estimated 37 million people.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective resignation date of Larry Robbins August 13, 2026 Date Larry M. Robbins’ resignation from the CVS Health Board became effective
Board appointment effective date November 18, 2026 Date Teresa Heitsenrether will join the CVS Health Board
Age of Teresa Heitsenrether 61 Age of the newly appointed CVS Health director
Retail pharmacy locations 9,000 Approximate number of CVS retail pharmacy locations as of June 30, 2026
Walk-in and primary care clinics More than 1,000 Walk-in and primary care medical clinics as of June 30, 2026
Pharmacy benefits manager plan members 87 million Approximate number of plan members served by CVS’s pharmacy benefits manager
People served through health insurance products 37 million Estimated people served by CVS Health insurance products and related services
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Corporate Governance Guidelines regulatory
"under the Company’s Corporate Governance Guidelines"
A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.
Regulation S-K regulatory
"reportable under Item 404(a) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
Inline XBRL technical
"the cover page XBRL tags are embedded within the Inline XBRL document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What Board of Directors change did CVS (CVS) announce in August 2026?

CVS Health announced that Larry M. Robbins resigned from its Board effective August 13, 2026, and that Teresa Heitsenrether was appointed to the Board, with her service beginning on November 18, 2026.

Did Larry Robbins resign from the CVS (CVS) Board due to a disagreement?

The company stated that Larry M. Robbins’ resignation on August 13, 2026 was not the result of any disagreement regarding CVS Health’s operations, policies, or practices, indicating an orderly transition rather than a dispute-driven departure.

Who is Teresa Heitsenrether, newly appointed to the CVS (CVS) Board?

Teresa Heitsenrether is Executive Vice President and Chief Data & Analytics Officer at JPMorgan Chase & Co., with nearly 40 years of financial services leadership experience and recognized expertise in data, analytics, artificial intelligence, and complex global operations.

When will Teresa Heitsenrether begin serving on the CVS (CVS) Board?

Teresa Heitsenrether is scheduled to join the CVS Health Board of Directors effective November 18, 2026. Her compensation as a non‑employee director will be consistent with other non‑employee directors, prorated from that commencement date.

How large is CVS Health’s retail and health services footprint as of June 30, 2026?

As of June 30, 2026, CVS Health reported approximately 9,000 retail pharmacy locations, more than 1,000 walk‑in and primary care clinics, about 87 million pharmacy benefit plan members, and health insurance offerings serving an estimated 37 million people.

Is Teresa Heitsenrether considered independent under CVS (CVS) governance standards?

The CVS Health Board determined that Teresa Heitsenrether is independent under New York Stock Exchange Corporate Governance Rules and the company’s Corporate Governance Guidelines, supporting her role as a non‑employee director on the Board.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
CVS HEALTH Corp false 0000064803 0000064803 2026-08-13 2026-08-13
 
 

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): August 13, 2026

 

 

 

LOGO

CVS HEALTH CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-01011   05-0494040
(State or other jurisdiction
of incorporation)
 

(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

Former name or former address, if changed since last report: N/A

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   CVS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 5.02

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

On August 13, 2026, Larry M. Robbins notified the Board of Directors (the “Board”) of CVS Health Corporation (the “Company”) of his resignation from the Board, effective immediately. Mr. Robbins’ resignation was not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

On August 17, 2026, the Board appointed Teresa Heitsenrether to the Board, effective November 18, 2026.

Ms. Heitsenrether, age 61, is Executive Vice President and Chief Data & Analytics Officer of JPMorgan Chase & Co. (“JPMorgan Chase”) and is a member of JPMorgan’s Operating Committee. Prior to her current role, Ms. Heitsenrether held several senior leadership positions at JPMorgan Chase, including CEO of Securities Services and Global Head of Prime Brokerage & Equity Financing. She holds an M.B.A. from New York University and a B.S. in Finance from Fordham University.

Ms. Heitsenrether was determined by the CVS Health Board to be “independent” under the Corporate Governance Rules of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines. Ms. Heitsenrether’s compensation for service as a non-employee director of CVS Health will be consistent with that of the Company’s other non-employee directors, subject to proration to reflect the commencement date of her service on the Board. The Company’s director compensation practices are described under the caption “Non-Employee Director Compensation” in the Company’s annual proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2026. There were no arrangements or understandings pursuant to which Ms. Heitsenrether was appointed to the Board. Since the beginning of the last fiscal year, there have been no related party transactions between the Company and Ms. Heitsenrether that would be reportable under Item 404(a) of Regulation S-K.

 

Item 7.01.

Regulation FD Disclosure.

On August 17, 2026, the Company issued a press release announcing the appointment of Ms. Heitsenrether to the Board and Mr. Robbins’s resignation from the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number
   Description
99.1    Press Release, dated August 17, 2026 (furnished under Item 7.01).
104    Cover Page Interactive Data File - the cover page XBRL 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
By:  

/s/ Kristina V. Fink

 

Senior Vice President, Corporate Secretary

and Chief Governance Officer

Dated: August 17, 2026

Exhibit 99.1

CVS Health Announces Board Changes

 

   

Teresa Heitsenrether to join the Board, bringing more than forty years of operating experience across data, analytics and technology at one of the world’s largest financial institutions

 

   

Larry Robbins to depart the Board after two years at CVS Health

Woonsocket, R.I., August 17, 2026 – CVS Health® (NYSE: CVS) today announced the appointment of Teresa Heitsenrether to its Board of Directors and departure of Larry Robbins from its Board.

Ms. Heitsenrether joins the CVS Health Board with nearly forty years of financial services leadership experience. She currently serves as Chief Data & Analytics Officer at JPMorgan Chase & Co. and is a member of the firm’s Operating Committee. Ms. Heitsenrether will join the Board of Directors effective November 18, 2026.

“Teresa’s extensive experience leading complex global businesses and driving technology-enabled transformation will be invaluable as CVS Health continues to innovate on its path to become a consumer focused, health technology company,” said David Joyner, Chair and Chief Executive Officer of CVS Health. “We look forward to benefiting from her deep knowledge in data, analytics, artificial intelligence, operational transformation and decades of financial expertise.”

“I am excited to join the most trusted healthcare company in the country, and look forward to assisting management as they progress to the next phase in the company’s strategic journey,” said Teresa Heitsenrether.

A member of the Board since 2024, Mr. Robbins has served on the Audit and Public Policy and External Affairs Committees. His departure from the Board of Directors was effective on August 13, 2026.

“Larry joined our Board at a pivotal moment in CVS’s history and was instrumental in helping sharpen our financial and operational focus during this period of transition for the business. From day one, he has been an invaluable and collaborative member of the Board bringing a focused financial perspective and deep knowledge of the health care industry” said David Joyner, Chair and Chief Executive Officer of CVS Health. “We are grateful for Larry’s insights and commitment to help strengthen CVS over the course of these important two years, as we laid our foundation for future success.”

“Two years ago we approached CVS Health Board and Management with a proposal to refresh corporate governance, improve operating performance and restore financial flexibility and discipline,” said Larry Robbins, CEO of Glenview. “The goal was and has always remained to drive better outcomes for CVS customers, stronger opportunities for CVS associates and the restoration of value for CVS lenders and shareholders. We were honored to partner with the


Board in a process of constructive evolution that has led to a cultural renaissance at the Company, significantly improved customer experience, a commitment to technology and innovation, a fully repaired balance sheet, dramatically improved financial performance and the recruitment and elevation of many talented leaders to form the leadership group of a revitalized CVS Health.”

About Teresa Heitsenrether

Teresa Heitsenrether is Executive Vice President and Chief Data & Analytics Officer of JPMorgan Chase and a member of the firm’s Operating Committee. She brings nearly forty years of financial services leadership experience, with extensive expertise in data and analytics, artificial intelligence, technology-driven transformation, risk management and complex global operations. Prior to her current role, Heitsenrether held several senior leadership positions at JPMorgan Chase, including CEO of Securities Services and Global Head of Prime Brokerage & Equity Financing, where she led large-scale business transformations and international growth initiatives. She has been recognized by American Banker and Barron’s among the most influential women in finance and holds an M.B.A. from New York University and a B.S. in Finance from Fordham University.

About CVS Health

CVS Health is a leading health solutions company simplifying health care one person, one family and one community at a time. As of June 30, 2026, the Company had approximately 9,000 retail pharmacy locations, more than 1,000 walk-in and primary care medical clinics and a leading pharmacy benefits manager with approximately 87 million plan members. The Company also serves an estimated 37 million people through a broad range of health insurance products and related services. The Company’s integrated model uses personalized, technology driven services to connect people to simply better health, increasing access to quality care, delivering better outcomes, and lowering overall costs.

Filing Exhibits & Attachments

4 documents