CVS Health (CVS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, to be held virtually, with voting open to shareholders of record as of March 16, 2026.

• 2025 financial highlights include $402.1 billion in revenue, $10.6 billion in operating cash flow, and over $3.0 billion returned to shareholders.

• Leadership changes include the appointment of J. David Joyner as Chair of the Board effective January 1, 2026, and the retirement of Roger N. Farah.

• The company’s ambition is to be America’s most trusted health care company, with a focus on simplifying health care and delivering connected experiences.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 13 director nominees, ratification of Ernst & Young LLP as auditor for 2026, advisory say-on-pay for executive compensation, approval of the 2026 Incentive Compensation Plan, and a shareholder proposal to reduce the threshold for written consent (Board recommends against the proposal).

• The Board recommends voting for all management proposals and against the shareholder proposal.

Board of directors and corporate governance

• Board reduced to 13 members following the retirement of Roger N. Farah; John E. Gallina joined in March 2026.

• Directors bring diverse expertise, with an average tenure of 5.3 years and a mix of CEO, financial, and health care experience.

• Board committees include Audit, Health Services and Technology, Management Planning and Development, Nominating and Corporate Governance, and Public Policy and External Affairs.

• At least 75% of non-employee director compensation is paid in stock, and directors must own at least 10,000 shares within five years.