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CVS » Topics » Commitment to Strong Governance

This excerpt taken from the CVS DEF 14A filed Mar 24, 2006.

Commitment to Strong Governance

 

CVS has a history of electing strong and independent boards. We note that in the past six years, through the plurality process, every director nominee has received an affirmative vote greater than 77% of

 

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all votes cast at our annual meetings. We also note that CVS does not have a staggered board. Our Board of Directors is committed to good governance practices and CVS is always open to stockholder input regarding potential directors and governance. As CVS’ stockholders have a history of electing qualified, independent directors under the current plurality requirement, a change in the voting threshold is not necessary to improve CVS’ corporate governance processes. The Board of Directors believes that the quality of CVS’ directors has a far greater impact on CVS’ governance than the voting standard used to elect them.

 

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