CVS Health (CVS) Proxy Filing summary

Executive summary

• Strategic priorities focus on integrated health care, digital innovation, and disciplined capital stewardship.

• 2024 revenue reached $372.8 billion, with $9.1 billion in operating cash flow and $3.4 billion returned to stockholders.

• Leadership changes include a new CEO, Executive Chair, and key executive appointments to drive operational excellence.

• Technology initiatives include AI for clinicians and a redesigned app to enhance consumer experience.

Voting matters and shareholder proposals

• Stockholders will vote on electing 13 directors, ratifying Ernst & Young as auditor, a say-on-pay advisory vote, and a proposal to reduce the threshold for written consent.

• Board recommends voting for all director nominees, for auditor ratification, for say-on-pay, and against the shareholder proposal.

Board of directors and corporate governance

• Board refreshed with four new directors in 2024, reducing size to 13 after retirements.

• New leadership structure includes Executive Chair, CEO, and Lead Independent Director.

• Board skills matrix emphasizes health care, finance, governance, and technology expertise.

• Board and committees maintain high attendance and robust evaluation processes.