CVS (CVS) investors back 2026 incentive plan and board, reject written-consent change
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CVS Health Corporation reported results from its May 14, 2026 Annual Meeting of Stockholders. Shareholders approved the new 2026 Incentive Compensation Plan, which will govern awards granted after May 14, 2026 and replaces the expiring 2017 plan.
All 13 director nominees were elected for one-year terms. Shareholders also ratified Ernst & Young LLP as independent auditor for 2026 and approved, on an advisory basis, executive compensation as described in the proxy statement. A stockholder proposal to reduce the threshold for acting by written consent did not pass. A quorum was present, with 1,142,802,406 common shares represented.
Positive
- None.
Negative
- None.
Insights
CVS shareholders approved all company proposals, including a new incentive plan, while rejecting a governance change.
Shareholders backed the 2026 Incentive Compensation Plan and re-elected all 13 directors, signaling broad support for the current board and pay framework. Auditor ratification of Ernst & Young LLP for 2026 also passed with strong support.
The advisory say-on-pay vote and the new incentive plan both received approval, suggesting alignment between investors and the company on compensation design. By contrast, investors rejected a proposal to lower the threshold for acting by written consent, maintaining existing stockholder rights parameters at CVS.
8-K Event Classification
2 items: 5.02, 5.07
2 items
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 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares represented at meeting: 1,142,802,406 shares
Say-on-pay votes for: 976,252,194 votes
Say-on-pay votes against: 59,088,923 votes
+5 more
8 metrics
Shares represented at meeting
1,142,802,406 shares
Common stock present for quorum at 2026 Annual Meeting
Say-on-pay votes for
976,252,194 votes
Advisory approval of executive compensation (Item 3)
Say-on-pay votes against
59,088,923 votes
Advisory approval of executive compensation (Item 3)
Votes for 2026 ICP
1,006,709,390 votes
Approval of 2026 Incentive Compensation Plan (Item 4)
Votes against 2026 ICP
28,851,289 votes
Approval of 2026 Incentive Compensation Plan (Item 4)
Auditor ratification votes for
1,117,411,640 votes
Ernst & Young LLP as 2026 auditor (Item 2)
Written-consent proposal votes for
417,969,177 votes
Stockholder proposal to reduce written-consent threshold (Item 5)
Written-consent proposal votes against
617,361,014 votes
Stockholder proposal to reduce written-consent threshold (Item 5)
Key Terms
2026 Incentive Compensation Plan, independent registered public accounting firm, advisory basis, broker non-votes, +2 more
6 terms
2026 Incentive Compensation Plan financial
"At the Annual Meeting, the Company’s stockholders approved the 2026 Incentive Compensation Plan of CVS Health Corporation"
independent registered public accounting firm financial
"ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"approve, on an advisory basis, the compensation of the Company’s named executive officers"
broker non-votes financial
"was not approved by the following vote: | 417,969,177 | 617,361,014 | 3,388,283 | 104,083,932"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum financial
"There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,142,802,406 shares ... constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
act by written consent financial
"Stockholder proposal for reducing the threshold for the Company’s stockholder right to act by written consent"
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): | May 18, 2026 ( | ||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| Registrant’s telephone number, including area code: | ||||||||
| 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
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) On May 14, 2026, CVS Health Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the 2026 Incentive Compensation Plan of CVS Health Corporation (the “2026 ICP”), which replaces the Company’s expiring 2017 Incentive Compensation Plan. The 2026 ICP applies to awards granted after May 14, 2026. The Management Planning and Development Committee and the Board of Directors of the Company previously approved the 2026 ICP, subject to stockholder approval.
For a description of the principal terms of the 2026 ICP, see “Item 4: Proposal to Approve the Company’s 2026 Incentive Compensation Plan” in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 3, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. A complete copy of the 2026 ICP was included as Annex B to the Proxy Statement and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As noted above, the Company’s Annual Meeting was held on May 14, 2026. The following are the voting results on each matter submitted to the stockholders of the Company at the Annual Meeting. The proposals below are described in detail in the Proxy Statement. There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,142,802,406 shares of the Company’s common stock, constituting a quorum.
At the Annual Meeting, the 13 nominees for director were elected to the Company’s Board of Directors for a term of one year (Item 1). The Company proposal regarding the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 (Item 2) was approved. The Company proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Item 3) was approved. The Company proposal to approve the Company’s 2026 ICP (Item 4) was approved. One stockholder proposal (Item 5) was not approved.
| Item | For | Against | Abstained | Broker Non-Votes | |||||||||||||
| 1. | The election, for one-year terms, of persons nominated for election as directors of the Company, as set forth in the Company’s Proxy Statement, was approved by the following votes: | ||||||||||||||||
| Fernando Aguirre | 1,022,555,114 | 14,973,034 | 1,190,326 | 104,083,932 | |||||||||||||
| Jeffrey R. Balser, M.D., Ph.D. | 1,027,705,454 | 9,787,711 | 1,225,309 | 104,083,932 | |||||||||||||
| C. David Brown II | 963,381,905 | 74,082,639 | 1,253,930 | 104,083,932 | |||||||||||||
| Alecia A. DeCoudreaux | 996,234,731 | 41,326,102 | 1,157,641 | 104,083,932 | |||||||||||||
| Anne M. Finucane | 1,010,527,586 | 27,032,194 | 1,158,694 | 104,083,932 | |||||||||||||
| John E. Gallina | 1,024,886,453 | 12,566,628 | 1,265,393 | 104,083,932 | |||||||||||||
| J. David Joyner | 968,110,706 | 66,554,762 | 4,053,006 | 104,083,932 | |||||||||||||
| J. Scott Kirby | 995,832,249 | 41,667,652 | 1,218,573 | 104,083,932 | |||||||||||||
| Michael F. Mahoney | 940,279,615 | 96,450,126 | 1,988,733 | 104,083,932 | |||||||||||||
| Leslie V. Norwalk | 1,021,952,646 | 15,580,839 | 1,184,989 | 104,083,932 | |||||||||||||
| Larry M. Robbins | 1,026,332,859 | 11,150,192 | 1,235,423 | 104,083,932 | |||||||||||||
| Guy P. Sansone | 995,433,957 | 42,056,031 | 1,228,486 | 104,083,932 | |||||||||||||
| Douglas H. Shulman | 1,020,665,806 | 16,793,215 | 1,259,453 | 104,083,932 | |||||||||||||
| 2. | Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026, as set forth in the Company’s Proxy Statement, was approved by the following vote: | 1,117,411,640 | 24,102,167 | 1,288,599 | None | ||||||||||||
| 3. | Company proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Company’s Proxy Statement, was approved by the following vote: | 976,252,194 | 59,088,923 | 3,377,357 | 104,083,932 | ||||||||||||
| 4. | Company proposal to approve the Company’s 2026 Incentive Compensation Plan, as set forth in the Company's Proxy Statement, was approved by the following vote: | 1,006,709,390 | 28,851,289 | 3,157,795 | 104,083,932 | ||||||||||||
| 5. | Stockholder proposal for reducing the threshold for the Company’s stockholder right to act by written consent, as set forth in the Company’s Proxy Statement, was not approved by the following vote: | 417,969,177 | 617,361,014 | 3,388,283 | 104,083,932 | ||||||||||||
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: May 18, 2026 | By: | /s/ Kristina V. Fink | ||||||
| Kristina V. Fink | ||||||||
| Senior Vice President, Corporate Secretary and Chief | ||||||||
| Governance Officer | ||||||||
FAQ
Which CVS stockholder proposal failed at the 2026 Annual Meeting?
A stockholder proposal to reduce the threshold for CVS stockholders’ right to act by written consent was not approved. It received 417,969,177 votes for, 617,361,014 against, 3,388,283 abstentions, and 104,083,932 broker non-votes, leaving existing written-consent thresholds unchanged.
Who was ratified as CVS Health’s independent auditor for 2026?
Shareholders ratified Ernst & Young LLP as CVS Health’s independent registered public accounting firm for 2026. The vote totaled 1,117,411,640 shares for, 24,102,167 against, and 1,288,599 abstaining, with no broker non-votes reported on this auditor ratification item.
Were all CVS director nominees elected at the 2026 Annual Meeting?
Yes, all 13 director nominees were elected to one-year terms. Each nominee, including Fernando Aguirre, Jeffrey R. Balser, C. David Brown II, and others, received more votes for than against, with additional abstentions and 104,083,932 broker non-votes recorded for each election.