CVS Caremark Corporation 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 10, 2012
CVS CAREMARK CORPORATION
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
Registrants telephone number, including area code: (401) 765-1500
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 (see General Instruction A.2. below):
On May 10, 2012, CVS Caremark Corporation (the Company) held its Annual Meeting of Stockholders (the Annual Meeting). Following receipt of stockholder approval at the Annual Meeting, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the Certificate of Amendment) that adds a right permitting its stockholders to take action by written consent that is less than unanimous, and otherwise in accordance with the Companys By-laws. The description of the Certificate of Amendment contained herein and in the Proxy Statement relating to the Annual Meeting (the Proxy Statement) is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 attached hereto and incorporated by reference herein.
In addition, the Board of Directors of the Company had previously resolved to amend and restate the Companys By-laws, contingent upon receipt of stockholder approval of the Certificate of Amendment described above, to provide informational and procedural requirements for stockholders to act by written consent that is less than unanimous. The description of the Companys amended and restated By-laws contained herein and in the Proxy Statement is qualified in its entirety by reference to the full text of the Companys By-laws, as amended and restated, which is filed as Exhibit 3.2 attached hereto and incorporated by reference herein.
The following are the voting results on each matter submitted to the Companys stockholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement. At the Annual Meeting, the 10 nominees for director were elected to the Companys Board of Directors for a term of one year (Proposal 1). In addition, management proposals regarding ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for 2012, the non-binding approval of the compensation of the Companys named executive officers as disclosed in the Proxy Statement, and the Certificate of Amendment to the Companys Amended and Restated Certificate of Incorporation described above (Proposals 2-4), were approved. A stockholder proposal requesting a semi-annual report on political contributions (Proposal 5) was rejected.
Item 9. Financial Statements and Exhibits
Item 9.01. Financial Statements
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.