CVS Health Corp | Right To Act By Written Consent at CVS Health Corp

Status
Filed
Previous AGM date
Resolution details
Company ticker
CVS:US
Lead filer
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
RESOLVED : 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
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 42% support at the 2025 CVS annual shareholder meeting when CVS was on a long-term climb to a $106 price in 2022. CVS stock is at only $78 in late 2025 in spite of a robust stock market. This 42% support likely represented more than 50% support from the CVS shares that have access to independent proxy voting advice and are the most informed shareholders regarding CVS ballot items. 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 certain 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.

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