CVS Caremark Corporation (CVS)

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CVS » Topics » Submission of Matters to a Vote of Security Holders

This excerpt taken from the CVS 10-Q filed Jul 31, 2008.

Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of security holders at our Annual Meeting of Stockholders which was held on Wednesday, May 7, 2008 in Woonsocket, Rhode Island.


	*For*	*Against*	*Abstained*	*Broker* *Non-Votes*
1. The election, for one-year terms, of all persons nominated for directors, as set forth in the Company’s proxy statement dated March 28, 2008, was approved by the following votes: Edwin M. Banks C. David Brown II David W. Dorman Kristen Gibney Williams Marian L. Heard William H. Joyce Jean-Pierre Millon Terrence Murray C.A. Lance Piccolo Sheli Z. Rosenberg Thomas M. Ryan Richard J. Swift	1,158,184,562 1,169,033,936 1,119,442,248 1,175,264,010 1,161,685,298 1,166,721,157 1,174,663,732 1,164,208,664 1,162,275,878 1,138,032,559 1,163,947,494 1,170,839,460	27,930,122 17,038,013 66,561,487 10,447,406 24,057,160 18,732,205 10,981,727 21,668,864 23,474,896 44,247,836 22,046,412 14,839,386	— — — — — — — — — — — —	— — — — — — — — — — — —

	*For*	*Against*	*Abstained*	*Broker* *Non-Votes*
2. Ratification of the appointment of Ernst &Young LLP as the Company’s independent registered public accounting firm for the 2008 fiscal year, was approved by the following vote:	1,179,436,206	6,638,164	11,707,307	—

3. Stockholder proposal regarding special shareholder meetings, as set forth in the Company’s proxy statement dated March 28, 2008, was rejected by the following vote:	501,107,111	537,090,591	31,784,340	385,262,158

4. Stockholder proposal regarding tax gross-up payments, as set forth in the Company’s proxy statement dated March 28, 2008, was rejected by the following vote:	514,906,805	470,247,984	84,827,254	385,262,157

5. Stockholder proposal regarding political contributions and expenditures, as set forth in the Company’s proxy statement dated March 28, 2008, was rejected by the following vote:	350,471,655	560,985,044	158,525,350	385,262,151


Part II		Item 5

This excerpt taken from the CVS 10-Q filed Aug 8, 2007.

Submission of Matters to a Vote of Security Holders

The results of matters submitted to a vote of security holders at our Annual Meeting of Stockholders, which was held on Wednesday, May 9, 2007, are incorporated by reference to Item 8.01 of CVS Caremark Corporations Current Report on Form 8-K dated May 15, 2007.

11. Part II

Item 6

This excerpt taken from the CVS 10-Q filed May 8, 2007.

Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of security holders at a special meeting, which was held on Thursday, March 15, 2007 in Woonsocket, Rhode Island:


		*For*	*Against*	*Abstained*	*Broker* *Non-Votes*
1.	Proposal to approve the amendments to CVS’ Amended and Restated Certificate of Incorporation, which is referred to as the CVS charter, effective upon completion of the merger, to increase the authorized number of shares of CVS common stock from 1 billion to 3.2 billion and to change the name of CVS Corporation to “CVS/Caremark Corporation”.	572,636,492	45,135,797	5,995,843	—

2.	Proposal to approve the issuance of shares of CVS/Caremark common stock to stockholders of Caremark Rx, Inc. on the terms and conditions set out in the Agreement and Plan of Merger dated as of November 1, 2006, as amended.	572,737,945	44,683,923	6,346,264	—

3.	Proposal to approve an adjournment or postponement of the special meeting, including if necessary, to solicit additional proxies in favor of the foregoing proposals.	517,539,027	99,882,358	6,346,747	—


Part II

This excerpt taken from the CVS 10-K filed Feb 27, 2007.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 30, 2006.

Executive Officers of the Registrant

Executive Officers of the Registrant

The following sets forth the name, age and biographical information for each of our executive officers as of February 21, 2007. In each case the officer’s term of office extends to the date of the board of directors meeting following the next annual meeting of stockholders of the Company. Previous positions and responsibilities held by each of the executive officers over the past five years are indicated below:

Chris W. Bodine, age 51, Executive Vice President and President of CVS Health Services since January 2007; Executive Vice President—Merchandising and Marketing of CVS Corporation and CVS Pharmacy, Inc. from February 2002 to January 2007; Senior Vice President—Merchandising of CVS Pharmacy, Inc. from February 2000 to February 2002.

V. Michael Ferdinandi, age 56, Senior Vice President—Human Resources and Corporate Communications of CVS Corporation and CVS Pharmacy, Inc. since April 2002; Vice President—Human Resources, Organizational Development of CVS Pharmacy Inc. from April 1999 to April 2002.

Larry J. Merlo, age 51, Executive Vice President and President of CVS/pharmacy – Retail since January 2007; Executive Vice President—Stores of CVS Corporation from April 2000 to January 2007 and Executive Vice President—Stores of CVS Pharmacy, Inc. from March 1998 to January 2007.

Paula A. Price, age 45, Senior Vice President and Controller of CVS Corporation and CVS Pharmacy, Inc. since July 2006; Senior Vice President and Chief Financial Officer for the Institutional Trust Services division of JPMorgan Chase & Co. from 2003 to 2005; Managing Director and Head of Corporate Strategy and Business Development of JPMorgan Chase from 2002 to 2003.

David B. Rickard, age 60, Executive Vice President, Chief Financial Officer and Chief Administrative Officer of CVS Corporation and CVS Pharmacy, Inc. since September 1999; director of Harris Corporation.

Thomas M. Ryan, age 54, President and Chief Executive Officer of CVS Corporation since May 1998 and Chairman of CVS Corporation since April 1999; also President and CEO of CVS Pharmacy, Inc. since 1994; director of Bank of America Corporation, and Yum! Brands, Inc.

Douglas A. Sgarro, age 47, Executive Vice President—Strategy and Chief Legal Officer of CVS Corporation and CVS Pharmacy, Inc. since March 2004 and President of CVS Realty Co., a real estate development company and a division of CVS Pharmacy, Inc., since October 1999; Senior Vice President and Chief Legal Officer of CVS Corporation from April 2000 to March 2004.

PART II

This excerpt taken from the CVS 10-Q filed Aug 8, 2006.

Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of security holders at our Annual Meeting of Stockholders, which was held on Thursday, May 11, 2006 in Woonsocket, Rhode Island:


		*For*	*Withheld*	*Abstained*	*Broker* *Non-Votes*
1.	The election, for one-year terms, of all persons nominated for directors, as set forth in the Company’s proxy statement dated March 24, 2006, was approved by the following votes:

	W. Don Cornwell	654,199,413	16,097,046	—	—
	David W. Dorman	662,853,644	7,442,815	—	—
	Thomas P. Gerrity	649,935,235	20,361,224	—	—
	Marian L. Heard	661,644,899	8,651,560	—	—
	William H. Joyce	655,522,209	14,774,250	—	—
	Terrence Murray	661,223,005	9,073,454	—	—
	Sheli Z. Rosenberg	648,288,291	22,008,168	—	—
	Thomas M. Ryan	655,446,778	14,849,681	—	—
	Alfred J. Verrecchia	639,086,117	31,210,342	—	—

		*For*	*Against*	*Abstained*	*Broker* *Non-Votes*
2.	Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006, was approved by the following vote:	651,892,961	13,731,231	4,672,267	—

3.	Stockholder proposal regarding election of directors by majority rather than plurality vote, as set forth in the Company’s proxy statement dated March 24, 2006, was rejected by the following vote:	282,933,493	284,167,206	8,000,000	95,195,680

4.	Stockholder proposal regarding certain retirement benefits for senior executives, as set forth in the Company’s proxy statement dated March 24, 2006, was withdrawn by the stockholder prior to the meeting:	—	—	—	—

5.	Stockholder proposal regarding independence of the Chairman of the Board, as set forth in the Company’s proxy statement dated March 24, 2006, was rejected by the following vote:	227,925,578	340,762,906	6,417,295	95,190,680

6.	Stockholder proposal regarding formulation of cosmetics sold at CVS, as set forth in the Company’s proxy statement dated March 24, 2006, was rejected by the following vote:	50,254,632	456,464,813	68,386,334	95,190,680


Part II		Item 6

This excerpt taken from the CVS 10-K filed Mar 14, 2006.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2005.

Executive Officers of the Registrant

Executive Officers of the Registrant

The following sets forth the name, age and biographical information for each of our executive officers as of March 14, 2006. In each case the officer’s term of office extends to the date of the board of directors meeting following the next annual meeting of stockholders of the Company. Previous positions and responsibilities held by each of the executive officers over the past five years are indicated below:

Chris Bodine, age 50, Executive Vice President—Merchandising and Marketing of CVS Corporation and CVS Pharmacy, Inc. since February 1, 2002; Senior Vice President—Merchandising of CVS Pharmacy, Inc. from February 2000 to February 2002.

V. Michael Ferdinandi, age 55, Senior Vice President—Human Resources and Corporate Communications of CVS Corporation and CVS Pharmacy, Inc. since April 2002; Vice President—Human Resources, Organizational Development of CVS Pharmacy Inc. from April 1999 to April 2002.

Larry J. Merlo, age 50, Executive Vice President—Stores of CVS Corporation since April 2000 and Executive Vice President—Stores of CVS Pharmacy, Inc. since March 1998.

David B. Rickard, age 59, Executive Vice President, Chief Financial Officer and Chief Administrative Officer of CVS Corporation and CVS Pharmacy, Inc. since September 1999; director of Harris Corporation since October 2001.

Thomas M. Ryan, age 53, President and Chief Executive Officer of CVS Corporation since May 1998 and Chairman of CVS Corporation since April 1999; also President and CEO of CVS Pharmacy, Inc. since 1994; director of Bank of America Corporation, and Yum! Brands, Inc.; and director of Reebok International Ltd. until its acquisition by Adidas-Soloman AG was completed in January 2006.

Douglas A. Sgarro, age 46, Executive Vice President—Strategy and Chief Legal Officer of CVS Corporation and CVS Pharmacy, Inc. since March 2004 and President of CVS Realty Co., a real estate development company and a division of CVS Pharmacy, Inc., since October 1999; Senior Vice President and Chief Legal Officer of CVS Corporation from April 2000 to March 2004.

Gregory S. Weishar, age 51, Vice President of CVS Corporation since April 2002, and Chief Executive Officer and President of PharmaCare Management Services, Inc., our PBM, since December 1998.

PART II

This excerpt taken from the CVS 10-Q filed Aug 9, 2005.

Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of security holders at our Annual Meeting of Stockholders, which was held on Thursday, May 12, 2005 in Woonsocket, Rhode Island:


		*For*	*Withheld*	*Abstained*	*Broker* *Non-Votes*
1.	The election, for one-year terms, of all persons nominated for directors, as set forth in the Company’s proxy statement dated March 25, 2005, was approved by the following votes:

	W. Don Cornwell Thomas P. Gerrity Stanley P. Goldstein Marian L. Heard William H. Joyce Terrence Murray Sheli Z. Rosenberg Thomas M. Ryan Alfred J. Verrecchia	330,100,484 332,242,827 331,384,188 327,458,601 263,643,617 330,858,820 330,346,611 330,318,809 325,722,253	10,009,986 7,867,643 8,726,282 12,651,869 76,466,853 9,251,650 9,763,859 9,791,661 14,388,217	— — — — — — — — —	— — — — — — — — —

		*For*	*Against*	*Abstained*	*Broker* *Non-Votes*
2.	Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005, was approved by the following vote:	332,109,582	5,780,313	2,220,575	—

3.	Stockholder proposal regarding election of directors by majority rather than plurality vote, as set forth in the Company’s proxy statement dated March 25, 2005, was rejected by the following vote:	110,699,383	191,059,738	3,278,586	35,072,763

4.	Stockholder proposal regarding performance and time-based restricted shares, as set forth in the Company’s proxy statement dated March 25, 2005, was rejected by the following vote:	26,450,159	274,895,218	3,692,330	35,072,763

5.	Stockholder proposal regarding non-deductible executive compensation, as set forth in the Company’s proxy statement dated March 25, 2005, was rejected by the following vote:	18,160,569	283,295,698	3,581,440	35,072,763


Part II		Item 5

This excerpt taken from the CVS 10-K filed Mar 16, 2005.

Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended January 1, 2005.

Executive Officers of the Registrant

Executive Officers of the Registrant

The following sets forth the name, age and biographical information for each of our executive officers as of March 15, 2005. In each case the officer’s term of office extends to the date of the board of directors meeting following the next annual meeting of stockholders of the Company. Previous positions and responsibilities held by each of the executive officers over the past five years are indicated below:

Chris Bodine, age 49, Executive Vice President—Merchandising and Marketing of CVS Corporation and CVS Pharmacy, Inc. since February 1, 2002; Senior Vice President—Merchandising of CVS Pharmacy, Inc. from February 2000 to February 2002.

V. Michael Ferdinandi, age 54, Senior Vice President—Human Resources and Corporate Communications of CVS Corporation and CVS Pharmacy, Inc. since April 2002; Vice President—Human Resources, Organizational Development of CVS Pharmacy Inc. from April 1999 to April 2002.

Larry J. Merlo, age 49, Executive Vice President—Stores of CVS Corporation since April 2000 and Executive Vice President—Stores of CVS Pharmacy, Inc. since March 1998.

David B. Rickard, age 58, Executive Vice President, Chief Financial Officer and Chief Administrative Officer of CVS Corporation and CVS Pharmacy, Inc. since September 1999; director of Harris Corporation since October 2001 and May Department Stores Company since January 2005.

Thomas M. Ryan, age 52, President and Chief Executive Officer of CVS Corporation since May 1998 and Chairman of CVS Corporation since April 1999; also President and CEO of CVS Pharmacy, Inc. since 1994; director of Bank of America Corporation, Reebok International Ltd. and Yum! Brands, Inc.

Douglas A. Sgarro, age 45, Executive Vice President—Strategy and Chief Legal Officer of CVS Corporation and CVS Pharmacy, Inc. since March 2004 and President of CVS Realty Co., a real estate development company and a division of CVS Pharmacy, Inc., since October 1999; Senior Vice President and Chief Legal Officer of CVS Corporation from April 2000 to March 2004.

Larry D. Solberg, age 57, Senior Vice President—Finance and Controller of CVS Corporation since April 2000 and Senior Vice President—Finance and Controller of CVS Pharmacy, Inc. since March 1996.

Gregory S. Weishar, age 50, Vice President of CVS Corporation since April 2002, and Chief Executive Officer and President of PharmaCare Management Services, Inc., our PBM, since December 1998.

PART II

EXCERPTS ON THIS PAGE:

10-Q	Jul 31, 2008

10-Q	Aug 8, 2007

10-Q	May 8, 2007

10-K	Feb 27, 2007

10-Q	Aug 8, 2006

10-K	Mar 14, 2006

10-Q	Aug 9, 2005

10-K	Mar 16, 2005

CVS Caremark Corporation (CVS)

CVS » Topics » Submission of Matters to a Vote of Security Holders

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