CVS: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) On May 14, 2026, CVS Health Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the 2026 Incentive Compensation Plan of CVS Health Corporation (the “2026 ICP”), which replaces the Company’s expiring 2017 Incentive Compensation Plan. The 2026 ICP applies to awards granted after May 14, 2026. The Management Planning and Development Committee and the Board of Directors of the Company previously approved the 2026 ICP, subject to stockholder approval. For a description of the principal terms of the 2026 ICP, see “Item 4: Proposal to Approve the Company’s 2026 Incentive Compensation Plan” in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 3, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. A complete copy of the 2026 ICP was included as Annex B to the Proxy Statement and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. As noted above, the Company’s Annual Meeting was held on May 14, 2026. The following are the voting results on each matter submitted to the stockholders of the Company at the Annual Meeting. The proposals below are described in detail in the Proxy Statement. There were present at the Annual Meeting, in person or by valid proxy, the holders of 1,142,802,406 shares of the Company’s common stock, constituting a quorum. At the Annual Meeting, the 13 nominees for director were elected to the Company’s Board of Directors for a term of one year (Item 1). The Co