Executive Change

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 10, 2022 ( March 8, 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers   On March 8, 2022, David W. Dorman, the current Chair of the Board of Directors (the “Board”) of CVS Health Corporation (“CVS Health”), informed the Board that he intends to retire at the end of his current term and will not stand for re-election at the Annual Meeting of Stockholders on May 11, 2022. Mr. Dorman’s retirement is not a result of any disagreement with CVS Health.   Mr. Tony L. White, an independent director of the Board of CVS Health, having reached mandatory retirement age, will also retire from the Board effective upon the Annual Meeting of Stockholders.   The Board of CVS Health has selected Roger N. Farah, an independent director of the Board and member of the Management Planning and Development and Medical Affairs Committees of the Board, to become Chair of the Board effective May 11, 2022, subject to his re-election at the Annual Meeting of Stockholders. Mr. Farah has been an independent director of the Board of CVS Health since November 2018.   On March 10, 2022, CVS Health issued a press release announcing the retirements of Mr. Dorman and Mr. White and the selection of Mr. Farah as the next Chair of the Board. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.   Section 9 – Financial Statements and Exhibits   Item 9.01    Financial Statements and Exhibits.   (d) Exhibits.     Exhibit No. Description 99.1 Press Release, dated March 10, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL).                     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.    Date: March 10, 2022     CVS HEALTH CORPORATION         By: /s/ Colleen McIntosh     Senior Vice President, Chief Governance Officer and Corporate Secretary