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CVS » Topics » Section 5-Corporate Governance and Management

This excerpt taken from the CVS 8-K filed Jan 23, 2009.

Section 5—Corporate Governance and Management

 

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year

On January 21, 2009, the Board of Directors (the “Board”) of CVS Caremark Corporation (the “Company”) approved and adopted the following amendments to the Company’s by-laws (the “By-laws”):

Article I, Section 10 of the By-laws was amended to:

 

  i. expand the disclosure a stockholder must provide, under the Company’s advance notice by-law, when making a proposal of business to be brought before the annual meeting and/or a director nomination, to include, among other things, a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or any beneficial owner on whose behalf the proposal is made or any such nominee with respect to the corporation’s securities;

 

  ii. amend the time periods within which a stockholder must provide advance notice; and

 

  iii. clarify the requirements for the conduct of business at a special meeting of stockholders (where such special meeting has been properly called pursuant to the By-laws), including that where the election of directors is included as business to be brought before a special meeting in the Company’s notice of meeting, then nominations may be made by any stockholder who complies with the notice requirements and time periods specified in the By-laws.

Article I, Section 11 was deleted in its entirety in connection with the Amendment to Section 10.

Article II, Section 13 was amended to clarify that the Chairman of the Board shall preside over all meetings of the Board, and in his or her absence, the lead independent director shall preside.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the By-laws, as amended, and a copy of the Company’s Amended and Restated By-laws effective as of January 21, 2009, reflecting the foregoing amendments, is attached hereto as Exhibit 3.2 and incorporated by reference herein.

This excerpt taken from the CVS 8-K filed Feb 6, 2008.

Section 5 - Corporate Governance and Management

 

  Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year

On February 5, 2008, the Board of Directors of CVS Caremark Corporation (the “Company”) approved and adopted the following amendment to the Company’s by-laws (the “By-laws”):

 

  • A new Article VI, Section 8 has added to the By-laws, setting forth certain terms and conditions applicable to the amendment by the Board of a stockholder rights plan (i.e., a so-called “poison pill”), or of an anti-takeover device having a similar effect, to extend its term beyond one year. This provision would apply only in the event that the Board determines to adopt such a stockholder rights plan or similar device. The Company does not have such a plan or device in place at the present time.

Attached hereto as Exhibit 3.2 and incorporated by reference herein is a copy of the Company’s Amended and Restated By-laws, effective as of February 5, 2008, reflecting the foregoing amendment.

EXCERPTS ON THIS PAGE:

8-K
Jan 23, 2009
8-K
Feb 6, 2008

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