Shareholder Vote

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 11, 2022 CVS HEALTH CORPORATION (Exact name of registrant as specified in its 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. ☐ Section 5 - Corporate Governance and Management Item 5.07 Submission of Matters to a Vote of Security Holders. The following are the voting results on each matter submitted to the stockholders of CVS Health Corporation (the “Company”) at the Annual Meeting of Stockholders held on May 11, 2022 (the “Annual Meeting”). The proposals below are described in detail in the proxy statement filed by the Company on April 1, 2022 (the “Proxy Statement”). There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,139,788,473 shares of the Company’s common stock, constituting a quorum. At the Annual Meeting, 11 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 2022 (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. Five stockholder proposals (Items 4, 5, 6, 7, and 8) were 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 980,147,086  4,942,589  2,361,204  152,337,594  C. David Brown II 921,004,907  64,110,649  2,335,323  152,337,594  Alecia A. DeCoudreaux 981,033,116  4,151,581  2,266,182  152,337,594  Nancy-Ann M. DeParle 972,420,338  12,943,153  2,087,388  152,337,594  Roger N. Farah 969,456,061  15,758,278  2,236,540  152,337,594  Anne M. Finucane 961,929,331  23,425,711  2,095,837  152,337,594  Edward J. Ludwig 974,606,439  10,568,872  2,275,568  152,337,594  Karen S. Lynch 978,273,848  7,721,357  1,455,674  152,337,594  Jean-Pierre Millon 953,549,562  31,648,123  2,253,194  152,337,594  Mary L. Schapiro 981,394,995  3,978,425  2,077,459  152,337,594  William C. Weldon 972,634,619  12,527,031  2,289,229  152,337,594  2. Company proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022, as set forth in the Company’s Proxy Statement, was approved by the following vote: 1,116,442,556  20,830,100  2,515,817  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: 903,024,507  80,791,141  3,635,231  152,337,594  4. Stockholder proposal for reducing the Company’s ownership threshold to request a special stockholder meeting, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 417,733,556  566,063,103  3,654,220  152,337,594  5. Stockholder proposal regarding the Company’s independent Board Chair, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 210,689,771  767,744,358  9,016,750  152,337,594  6. Stockholder proposal on a civil rights and non-discrimination audit focused on “non-diverse” employees, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 15,848,267  956,586,591  15,016,021  152,337,594  7. Stockholder proposal requesting paid sick leave for all employees, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 255,627,021  719,860,486  11,963,372  152,337,594  8. Stockholder proposal regarding a report on the public health costs of the Company’s food business to diversified portfolios, as set forth in the Company’s Proxy Statement, was not approved by the following vote: 116,708,035  854,020,238  16,722,606  152,337,594  1 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 EXHIBIT 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 2 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 16, 2022 By: /s/ Colleen M. McIntosh Colleen M. McIntosh Senior Vice President, Corporate Secretary and Chief Governance Officer