CVS Health Corporation | Reducing threshold for stockholder right to act by written consent at CVS Health Corporation

Status
AGM passed
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
CVS
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders request that our board of directors take the steps necessary to enable 10% of shares to request a record date to initiate written consent.
Supporting statement
Shareholders request that our board of directors take the steps necessary to enable 10% of shares to request a record date to initiate written consent.



Currently it takes the formal backing 35% of all the shares that normally cast ballots at the annual meeting to do so little ask for a record date for written consent.



Plus any action taken by written consent would still need more than 70% supermajority approval from the shares that normally cast ballots at the annual meeting. This 70% requirement gives almost overwhelming supermajority protection to CVS management that will remain unchanged.



Enabling 10% of shares to apply for a record date for written consent makes sense because scores of companies do not even require 01% of stock ownership to do so little as request a record date.



This proposal received understated 37% support at the 2021 CVS annual shareholder meeting when CVS was on a long-term climb to a $106 price in 2022. But since 2022 CVS stock has fallen to $59 in late 2024 - worse yet since this was during a robust stock market. Think of the opportunity cost to CVS shareholders!



To guard against the CVS Board of Directors becoming complacent CVS shareholders need an improved ability to act by written consent to help the Board adopt new strategies when the need arises.



A shareholder ability to act by written consent would be a welcome incentive for CVS Directors to avoid more long-term declines in the CVS stock price since the continued service of the least qualified CVS Directors could be terminated by CVS shareholders acting by written consent. This is a good incentive for the CVS Directors to have for the benefit of all shareholders.



The best strategies for turning around a company do not necessarily come from a company’s existing shareholders.



If CVS continues in its slump, CVS shareholders and potential CVS shareholders will not even consider acquiring CVS shares or more CVS shares, at a cost of an outrageous $18 billion under the current rules, in order to formally initiate written consent to potentially trigger a turnaround of CVS shareholder value. Vote for this long-needed improvement in CVS shareholder written consent.

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