CVS HEALTH CORP (CVS)
Sector: Health Care
2026 Annual Meeting Analysis
CVS HEALTH CORP · Meeting: May 14, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2018; CVS's 3-year return is +11.4% and the gap to the peer median is only -1.0pp, well below the 35pp threshold required to trigger a no vote; no overboarding (2 public boards), no attendance issues, and strong relevant qualifications as former CEO and Audit Committee Chair.
Director since September 2022; tenure is under 36 months and well short of covering the full 3-year TSR period, and the TSR gap to peers is only -1.0pp, far below the 35pp trigger; no overboarding (0 outside public boards) and strong healthcare leadership credentials.
Director since 2007; the 3-year peer TSR gap of -1.0pp is far below the 35pp threshold needed to trigger a no vote; no overboarding (0 other public boards), no attendance issues, and deep legal and healthcare governance experience justifies the board-approved retirement age waiver.
Director since 2015; the 3-year peer TSR gap of -1.0pp is well below the 35pp threshold; no overboarding (1 other public board), no attendance issues, and 30-plus years of pharmaceutical industry and governance experience.
Director since 2011; the 3-year peer TSR gap is only -1.0pp against the 35pp trigger threshold; no overboarding (1 other public board), no attendance issues, and extensive regulated-industry and corporate governance experience.
Joined the board in March 2026, well within the 24-month new-director exemption period; exempt from the TSR trigger; brings deep health insurance finance expertise as a former CFO of Elevance Health and certified public accountant.
Director since October 2024, within the 24-month new-director exemption; also subject to the same TSR trigger as other directors but exempt due to short tenure; no overboarding (0 other public boards) and nearly 40 years of healthcare and PBM experience.
Director since October 2023; tenure is just over 24 months so the TSR trigger can apply, but the 3-year peer gap of -1.0pp is far below the 35pp threshold; sitting CEO at United Airlines counts as 1 outside public board seat, within the 2-seat limit for sitting CEOs; no attendance issues.
Director since November 2023; tenure is just over 24 months; the 3-year peer TSR gap of -1.0pp is well below the 35pp threshold; sitting CEO at Boston Scientific counts as 1 outside public board seat, within the 2-seat limit for sitting CEOs; no attendance issues and strong healthcare industry leadership credentials.
Director since November 2024, within the 24-month new-director exemption; exempt from the TSR trigger; holds 3 other public board seats which is within the 4-board limit for non-executive directors; deep healthcare regulatory and public policy expertise.
Director since November 2024, within the 24-month new-director exemption; exempt from the TSR trigger; 1 other public board seat, no overboarding; seasoned healthcare investor with deep financial and capital markets expertise relevant to the Audit Committee.
Director since November 2024, within the 24-month new-director exemption; exempt from the TSR trigger; 1 other public board seat, no overboarding; extensive healthcare operations and finance experience.
Director since November 2024, within the 24-month new-director exemption; exempt from the TSR trigger; sitting CEO at OneMain Holdings counts as 1 outside public board seat, within the 2-seat limit for sitting CEOs; strong technology, regulatory and financial services background.
All 13 director nominees receive a FOR vote. CVS's 3-year stock return of +11.4% results in only a -1.0pp gap to the peer group median, far below the 35pp underperformance threshold required to trigger a no vote. Seven of the thirteen directors joined in November 2024 or later and are within the 24-month new-director exemption. No director is overboarded, all met the 75% attendance requirement, and the board discloses a comprehensive skills matrix.
Say on Pay
✓ FORCEO
J. David Joyner
Total Comp
$21,214,084
Prior Support
59%%
CVS received only approximately 59% support on last year's say on pay vote, which is below the 70% threshold that ordinarily triggers a no vote absent visible changes — however, the company conducted an extensive stockholder engagement program covering approximately 48% of outstanding shares, the compensation committee chair participated directly in investor meetings, and the company committed to not modifying CEO equity award treatment upon termination for three years absent extraordinary circumstances, representing a meaningful and concrete response to the primary investor concern. CEO J. David Joyner's total compensation of approximately $21.2 million is reasonable for a large-cap healthcare company of CVS's scale ($93.5B market cap), and the pay structure is heavily performance-weighted with 75% of his long-term equity granted as performance stock awards tied to measurable multi-year goals. The pay-for-performance alignment is supported by CVS's 3-year stock return of +11.4% that closely tracks the peer median, indicating that above-target incentive payouts (the annual cash bonus funded at 142.3% of target) reflect genuine business outperformance including exceeding full-year adjusted earnings guidance, and the company's pay mix appropriately emphasizes long-term variable compensation.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
18 yrs
Audit Fees
$24,295,087
Non-Audit Fees
$7,083,078
Ernst & Young has served as CVS's auditor since September 2007 — approximately 18 years — which is below the 25-year tenure threshold that would trigger a no vote. Non-audit fees (audit-related fees of $5,973,875 plus tax fees of $999,203 plus other fees of $110,000 = $7,083,078) represent approximately 29% of audit fees of $24,295,087, well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of CVS's size and complexity, and the audit committee disclosed active oversight including lead partner rotation in February 2022.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal for Reducing the Threshold for Our Stockholder Right to Act By Written Consent
John Chevedden is a well-known individual governance activist with a long track record of legitimate governance-focused proposals, and this proposal asking to lower the threshold to request a written consent record date from 25% to 10% received 42% support at last year's annual meeting — a strong signal of genuine shareholder concern that puts this squarely in the 'lean FOR' range under our policy. The ask is a structural governance improvement that would give shareholders a more accessible tool to act between annual meetings, and while the company correctly notes that 10% is a low threshold and that a majority vote would still be required for any actual action, the current 25% threshold is meaningfully more restrictive than the 15% special meeting threshold and the company's argument that 25% is 'market standard' applies only among the minority of S&P 500 companies that allow written consent at all. The company's response is partially persuasive — CVS does offer multiple avenues for shareholder engagement — but it does not address why the threshold should be higher for requesting a record date than for calling a special meeting, and the near-majority prior-year support warrants a FOR vote to signal continued shareholder concern.
Overall Assessment
The 2026 CVS Health annual meeting ballot presents five proposals across director elections, auditor ratification, say on pay, equity plan approval, and one shareholder proposal. All thirteen director nominees and the auditor ratification receive FOR votes without material concerns, the say on pay receives a FOR vote reflecting meaningful company engagement following last year's 59% approval and a well-structured performance-weighted pay program, and the written consent threshold reduction proposal submitted by governance activist John Chevedden receives a FOR vote given its 42% prior-year support and its character as a legitimate structural governance improvement.
Compensation Peer Group
8 companies disclosed in 2026 proxy filing