This excerpt taken from the CVS DEF 14A filed Apr 4, 2007.
Statement of The Board Recommending a Vote AGAINST the Amalgamated Proposal
The Companys Board of Directors unanimously recommends that you vote against the Amalgamated Proposal because it is unnecessary and it is not in the best interests of the Company or its stockholders.
The Amalgamated Proposal calls for the Company to publish a separate report disclosing its relationships with executive compensation consultants and firms, detailing, among other things, whether any members of our senior management were involved in the retention of the consultant and whether the consultant has provided non-compensation related services to the Company at any time in the preceding five years.
The Companys executive compensation policies are administered by the Management Planning and Development Committee of the Board of Directors (the Committee), which is composed entirely of independent directors. The Committee takes steps to ensure that the Companys compensation programs are appropriate for retaining and properly incentivizing its executives, as well as being in line with industry standards and the programs of peer companies, and to that end, engages an independent compensation consulting firm to assist the Committee. The consulting firm reports to the Chair of the Committee.
This proxy statement already contains extensive disclosure on executive compensation matters, consistent with the rules and regulations of the SEC. See the Executive Compensation and Related Matters section of this proxy statement. Significantly, our proxy statement already contains pertinent disclosure on the engagement of and relationship with Mercer, the independent compensation consulting firm retained by the Committee. See page 17 of this proxy statement, where we disclose: the roles and work undertaken by Mercer in assisting the Committee in 2006; that the Committee has the authority to determine the scope of the external compensation consultants services and may terminate the engagement at any time; that the external compensation consultant reports to the Committee Chair; and that the executive compensation services performed for the Committee are by far the most significant component of the relationship that the Company has with Mercer (fees for those services accounted for over 87% of the total services provided by Mercer to the Company in 2006).
Given that the independent compensation consulting firm reports to the Committee Chair, that our proxy statement already contains all pertinent disclosure on our relationship with Mercer, and that our disclosure is in accordance with SEC rules, we believe that such a separate report as requested by the proponent would not be in the best interest of stockholders and would be an unnecessary application and diversion of resources.
The Board of Directors recommends a vote AGAINST the Amalgamated Proposal.