Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by
the Registrant
Filed
by a
Party other than the Registrant
Check
the
appropriate box:
o
Preliminary
Proxy Statement
o
Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
o
Definitive
Proxy Statement
x Definitive
Additional Materials
o
Soliciting
Material Pursuant to Rule 14a-12
CVS/Caremark
Corporation
(Name
of
Registrant as Specified in its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of
Filing Fee (Check the appropriate box):
x
No
fee
required.
o
Fee
computed
on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title
of
each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit
price or other underlying value of transaction computed pursuant to Exchange
Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee
paid:
o Fee
paid previously
with
preliminary materials.
o
Check
box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for
which the offsetting fee was paid previously. Identify the previous filing
by
registration statement number, or the Form or Schedule and the date of its
filing.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
FOR
IMMEDIATE RELEASE
|
Investor
Contact:
|
Media Contact: |
|
Nancy
Christal
|
Eileen Howard Dunn |
|
CVS/Caremark
|
CVS/Caremark |
|
Investor
Relations
|
Corporate Communications |
|
(914)
722-4704
|
(401)
770-4561 |
CVS/Caremark
Issues Statement in Support of CVS/Caremark Directors
Woonsocket,
RI (April 23, 2007) - CVS/Caremark
Corporation (NYSE: CVS) strenuously disagrees with the position taken by
a group
purporting to represent certain union pension funds urging CVS/Caremark
shareholders to withhold their vote from two directors recommended for election
at CVS/Caremark’s shareholder meeting.
“We
are
looking forward to working with Roger Headrick and Lance Piccolo as members
of
the CVS/Caremark Board,” said Tom Ryan, President and Chief Executive Officer of
CVS/Caremark Corporation. “Both of these individuals have substantial industry
experience and expertise. They have overseen prior large and successful Caremark
acquisitions, which should prove invaluable to CVS/Caremark as we move forward
in integrating our retail, pharmacy benefit management and specialty pharmacy
businesses.”
It
is also
important to note that Mr. Headrick and Mr. Piccolo were members of the Caremark
board during a period of outstanding performance by that company, which resulted
in tremendous shareholder value creation. In addition, the merger process
overseen by the Caremark Board resulted in an overwhelming vote (73% of those
voting) for the merger.
In
regard
to the issue of stock option grants, as previously stated, Caremark has
undertaken and completed a review of its granting practices, including options
granted to directors, and concluded that these practices were entirely
appropriate.
Furthermore,
any allegation that Caremark directors received any special protection against
backdating as a result of the merger with CVS is simply not true. While as
part
of the merger agreement Caremark directors and officers received contractual
assurance of standard Directors and Officers insurance, this is usual for
almost
all companies. This same type of insurance applied to both Caremark and CVS
directors separately before the merger.
“We’re
very excited about the prospects for our new company,” said Tom Ryan.
“CVS/Caremark will create significant shareholder value while transforming
the
delivery of health care and providing significant benefits to employers,
health
plans and consumers.”
About
CVS/Caremark
CVS/Caremark
is the nation’s premier integrated pharmacy services provider, combining one of
the nation's leading pharmaceutical services companies with the country’s
largest pharmacy chain. The company fills or manages more than one billion
prescriptions per year, more than any other pharmacy services provider.
CVS/Caremark drives value for pharmacy services customers by effectively
managing pharmaceutical costs and improving healthcare outcomes through its
6,200 CVS/pharmacy stores; its pharmacy benefit management, mail order and
specialty pharmacy division, Caremark Pharmacy Services; its retail-based health
clinic subsidiary, MinuteClinic; and its online pharmacy, CVS.com. General
information about CVS/Caremark is available through the Investor Relations
portion of the Company's website, at http://investor.cvs.com, as well as
through
the pressroom portion of the Company's website, at www.cvs.com/pressroom.