PRELIMINARY COPY - SUBJECT TO COMPLETION; DATED MARCH 26, 2007
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ x ]
Check the appropriate box:
[ x ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
CVS/CAREMARK CORPORATION
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(Name of Registrant as Specified in Its Charter)
AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] 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:_______________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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:___________________________________________
PRELIMINARY COPY - SUBJECT TO COMPLETION; DATED MARCH 26, 2007
(AMALGAMATED BANK LOGO)
PROXY STATEMENT
OF
AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND
IN CONNECTION WITH
A SHAREHOLDER SOLICITATION REGARDING
A PROPOSED CORPORATE POLICY ON OPTIONS BACKDATING
April _, 2007
Amalgamated Bank LongView Collective Investment Fund (the "Fund")
furnishes this Proxy Statement in connection with the solicitation of proxies
for use at the Annual Meeting (the "Annual Meeting") of shareholders of
CVS/Caremark Corporation ("CVS" or the "Company" unless the context indicates
otherwise) to be held at _:__ _.M. on _________, May __, 2007, at
______________________________________________________, or at any postponement
or rescheduling thereof. Copies of the Proxy Statement and form of proxy are
being mailed by the Fund to shareholders on or about April __, 2007.
The Fund may be deemed to be a participant in this solicitation, and it
holds 0.___% of the common stock and 0.___% of the overall voting power (see
SOLICITATION and VOTING RIGHTS below).
Dear Fellow CVS/Caremark Shareholder:
Amalgamated Bank LongView Collective Investment Fund, an S&P 500 index
fund that is a long-term investor in CVS/Caremark Corporation, seeks your
support for a shareholder resolution asking our company to adopt a strong
policy against options backdating (the "Options Backdating Proposal").
Backdating generally consists of selecting or recording a grant date for
options that occurred before the grant was actually determined. This allows
the holder of the option to enjoy the advantage of the stock price being lower
on the earlier date than on the date the option is actually awarded.
Backdating can thus have the effect of rendering stock options "in the
money" on the date the grant was determined, whereas the more traditional
practice is to award options at the price in effect on the date the option is
actually awarded.
Backdating can have significant tax and economic consequences for a
company, whose financial results may have to be restated. There is also a
risk of reputational damage to companies and their executives who are alleged
to have engaged in backdating.
How does this affect CVS?
In March 2007 CVS shareholders approved a proposal in which CVS acquired
Caremark Rx, Inc. ("Caremark"). Caremark shareholders also approved the
transaction, the merger has been consummated, and the merged company is known
as CVS/Caremark Corporation.
The merger was approved, however, at a time when Caremark was one of more
than 100 companies being investigated by the Department of Justice, the
Securities and Exchange Commission ("SEC") or both agencies in connection with
possible options backdating. Caremark acknowledged the receipt of a grand
jury subpoena in a press release issued on May 18, 2006, at which time
Caremark also announced the receipt of a letter of informal inquiry from the
SEC. The investigations remain open as of this date. Also pending in
Tennessee state court is a lawsuit filed by investors alleging unlawful
backdating by Caremark executives and its board of directors.
An analysis of Caremark's option grant practices indicates that as early
as 1995 and as late as 2005, Caremark granted options on dates when the stock
price was at or close to its lowest price point that month, quarter or year.
Thus, on March 1, 2005, Caremark granted 750,000 options to CEO Edwin M.
Crawford and 500,000 options to three other Caremark executives at a time when
the share price was at its lowest point that year; the stock then proceeded to
rise and closed 35% higher by the end of that year. Further details are
provided in the Supporting Statement that accompanies the Fund's shareholder
proposal. As a result of the merger, Mr. Crawford is now the chairman of the
combined CVS/Caremark Corporation.
Even though the Justice and SEC investigations were announced in May
2006, and even though the proposed merger was announced in November 2006,
neither CVS nor Caremark provided any details regarding the alleged backdating
prior to the merger votes. In January 2007 Caremark did state
that an internal investigation by Caremark had found no evidence of backdating
by Caremark executives or the board. Caremark declined to make public any
reports generated during that investigation, however, and the governmental
investigations remain open. CVS apparently conducted no separate
investigation of the matter. According to its February 27, 2007 Form 10-K,
CVS was "informed" by Caremark of Caremark's belief that allegations of
unlawful backdating "lack merit." CVS stated its agreement with that view,
but provided no details.
In our view, it is not a sound governance practice for a company to seek
approval of a merger while allegations of backdating remain unanswered. A
company that acquires another company that is the subject of federal
investigations may inherit liabilities associated with the conduct being
investigated. In our view, it would have been desirable if CVS had conducted
its own independent investigation before seeking approval of the Caremark
acquisition and then placed all the facts before its shareholders.
Although the Caremark merger has now been completed, we believe that it
is still important for CVS to adopt a policy designed to prevent backdating
from occurring in the first place, as well as a policy that would require an
investigation by an independent committee of CVS directors should serious
allegations of backdating arise. We believe that CVS should complement such a
policy with a requirement that if backdating practices are found to have
occurred, the board of directors shall request the resignation of any
executive or director who is found to have accepted backdated options as
compensation or to have approved an award to others of such backdated
options. We also believe that CVS should apprise shareholders of the details
of any such independent investigation.
The Fund's resolution urges adoption not only of a policy designed to
prevent backdating, but the appointment of an independent board committee to
investigate allegations involving Caremark. It appears that in urging
shareholders to approve the Caremark acquisition, CVS relied upon Caremark's
internal investigation. CVS had not released the results of any separate
investigation that it may have conducted on this issue. We believe that it is
important for the CVS board to conduct its own review of these allegations.
We also believe that it is important for CVS to make public its findings with
respect to the Caremark allegations, as a means of advising shareholders
whether there is cause for concern or liability here. (We note that
UnitedHealth Group, another company whose executives were charged with
backdating, disclosed the report prepared by the board's outside counsel that
was retained to investigate backdating allegations at that company.)
On March 7, 2007, after the Fund had advised CVS of its intent to offer
this resolution at the CVS Annual Meeting, the CVS board of directors adopted
a policy on options backdating that in our view falls far short of the policy
being recommended here. In addition, it makes no commitment that the board
will conduct an independent investigation of any backdating allegations, will
seek the resignation of executives or directors found to have engaged in or to
have approved backdating, and will make the results of any investigation
available to shareholders. A more detailed comparison of the Fund's proposal
and CVS's recently adopted policy appears in the Supporting Statement
accompanying the Fund's proposed resolution.
2
The Fund urges you to vote FOR the resolution discussed below.
PLEASE SIGN, DATE AND RETURN TODAY THE ENCLOSED [BLUE]
PROXY CARD TO:
Amalgamated Bank LongView Collective Investment Fund
P.O. Box _____
Washington, D.C. 20036
VOTING RIGHTS
The Company's board of directors has fixed the close of business on March
26, 2007 as the record date for determining the shareholders of the Company
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. Stockholders entitled to vote are those who owned CVS common stock or
Series One ESOP convertible preference stock (referred to throughout this
proxy statement as the "ESOP preference stock") at the close of business on
the record date.
As of the record date, there were ___,___,___ shares of common stock and
_,___,___ shares of ESOP preference stock outstanding. All ESOP preference
stock is held by the Bank of New York, as Trustee under the 401(k) Plan and
the Employee Stock Ownership Plan of CVS Corporation and Affiliated Companies
(the "Plan"). The Plan consists of both a 401(k) Plan (the "401(k)") and an
Employee Stock Ownership Plan (the "ESOP").
Each share of CVS common stock that you own entitles you to one vote.
Each share of ESOP preference stock is entitled to the number of votes equal
to the number of shares of common stock into which the share of ESOP
preference stock could be converted on the record date, rounded up to the next
tenth of a share (currently _._ votes). The ESOP preference stock is entitled
to vote on all matters submitted to a vote of holders of common stock, voting
with the common stock as a single class. Each participant in the ESOP
instructs the Trustee of the ESOP how to vote his or her shares. As to
unallocated shares and shares with respect to which the Trustee receives no
timely voting instructions, the Trustee, pursuant to the ESOP Trust Agreement,
votes these shares in the same proportion as it votes all the shares as to
which it has received timely voting instructions.
OPTIONS BACKDATING PROPOSAL
(ITEM 1 ON THE [BLUE] PROXY CARD)
The Fund urges the shareholders of CVS/Caremark Corporation to adopt the
following resolution, which is accompanied by the Fund's Supporting Statement:
"RESOLVED: That the shareholders of CVS/Caremark Corporation ("CVS")
hereby urge the Board of Directors to adopt the following policy regarding
backdating of stock options:
3
"1. Stock options shall be granted to executives and members of the
Board of Directors at an exercise price equal to the closing price of the
underlying stock on the date that the option is granted (the "grant date"),
with grant dates in a given fiscal year to be established and disclosed in
advance.
"2. In hiring executives after a fiscal year has begun, the Board may
select another grant date, provided that any such grant date is not
coordinated with the release of material non-public information that has been
or will be disclosed within 30 days on either side of any such grant date.
"3. If options are granted below the exercise price on the grant date,
the exercise price of unexercised options shall be increased to the closing
price on the grant date; with respect to any exercised options, the affected
executive or director shall compensate CVS for the value of any benefit that
was received by using a grant date other than the actual grant date.
"4. The Board of Directors shall appoint a committee of independent
directors to investigate any allegations of stock option backdating at CVS or
at any company that may have been acquired by or merged into CVS.
"5. The Board of Directors shall make available to CVS shareholders the
report of any committee of independent directors and of any legal counsel
retained by such a committee in its investigation of allegations of options
backdating.
"6. The Board of Directors shall request the resignation of any
executive or director who is found to have accepted backdated options as
compensation or to have approved the acceptance by others of such backdated
options.
"7. To the extent not previously implemented, it is intended that
paragraphs 4 and 5 of this policy shall apply with respect to allegations of
possible stock option backdating at Caremark Rx, Inc. between 1997 and 2005.
It is also intended that paragraph 6 of this policy shall apply to any
executives or directors of Caremark Rx, Inc. who may be found to have accepted
backdated options or to have approved the acceptance of backdated options by
others."
SUPPORTING STATEMENT
Prior to its merger into CVS, Caremark was one of more than 100 companies
being investigated by federal agencies for backdating executive stock options.
The Caremark investigations are continuing.
Backdating often consists of selecting or recording a grant date that
occurred before the grant was actually determined, in order to take advantage
of the stock price on the earlier date being lower than on the determination
date. Related practices include "springloading" or "bullet dodging," in which
a company coordinates a grant date with the release of material non-public
information that could have a positive or negative impact on the stock price.
4
Backdating can have the result of rendering options "in the money" on the
date of the grant. If discovered, backdating can have significant tax and
economic consequences for a company, whose results may have to be restated.
In our view, corporate efforts to game the timing of options can distort
a core purpose of options, which is to motivate executives to improve long-
term performance for the benefit of all shareholders. We thus deem it
important for CVS to adopt a policy that standard stock options shall be
awarded "at the money," using grant dates for a given fiscal year that are
selected and disclosed in advance, E.G., 45 days after the end of the fiscal
year.
The proposed policy would provide flexibility when hiring outside
executives. It would also require executives who profit from backdating to
pay the differential between the exercise price on the grant date and the
purported grant date. This policy would not affect awards of options that tie
the exercise price to future performance levels (E.G., premium-priced
options).
In our view, managers' interests cannot be aligned with shareholders'
interests if managers are allowed to benefit in ways that shareholders cannot.
We are concerned by the ongoing federal investigations of backdating
practices at Caremark. In addition, the Company remains the target of
shareholder litigation in Tennessee state court. In our view, the publicly
available information regarding Caremark option grants offers grounds for
concern.
On a number of occasions between 1995 and 2005, the Caremark board of
directors made option grants to executives and directors on dates where the
share price was at or close to its lowest level during the pertinent month,
quarter or year and shortly before the price began to rise, sometimes
significantly./1/
- Option grants were made at the lowest price in a given month on July
24, 1996, April 10, 1996 and September 5, 1996.
- On November 21, 1995, the Caremark board awarded 750,000 option grants
on a date when the stock price was at its lowest point that quarter.
Approximately 2,000,000 options
/1/ Charts setting forth the price movements with respect to each of
these grant dates appears in an amended complaint filed on November 8, 2006 in
IN RE CAREMARK RX, INC. DERIVATIVE LITIGATION, No. 3:06-CV-535 in the United
States District Court for the Middle District of Tennessee. That document is
available using the PACER court system (http://pacer.psc.uscourts.gov) at the
federal court's website (www.tnmd.uscourts.gov). That case was voluntarily
dismissed on March 2, 2007 owing to the pendency of parallel proceedings in IN
RE: CAREMARK RX, INC. STOCK OPTION LITIGATION in the Circuit Court for
Davidson County, Tennessee. We cite the papers in the federal case docket
because they are more readily available to shareholders online. The various
suits dealing with options backing allegations are summarized in CVS's Form
10-K (filed February 27, 2007) at pp. 13-14.
5
were awarded on January 31, 1997 on the date when the stock price was at its
lowest that quarter as well. Another 300,000 shares were awarded on April 8,
1999 when the stock price was at a five-month low; the stock price doubled
within the next three months.
- On March 8, 2000 Caremark awarded 3,875,000 options to CEO Edwin M.
Crawford at a point near the share's low point that quarter. The stock then
doubled by the end of the year.
- On March 1, 2005, Caremark granted 750,000 shares to Mr. Crawford and
500,000 shares to Edward L. Hardin, Jr. (the general counsel and a director),
Howard A. McLure (then the chief financial officer) and Rudy Mladenovic (an
executive vice president) on a date when the stock was at a low that year of
$37.92. The stock price began rising and closed the year above $51, a 35%
gain.
Because the federal investigations are ongoing, we as shareholders are
unaware as to whether the cited patterns constitute unlawful backdating.
Nonetheless, we believe that the allegations are sufficiently serious as to
warrant adoption of the recommended resolution, which (if adopted by the
board) would:
- provide clear guidelines for when options should be granted by
requiring the board of directors to announce grant dates before the fiscal
year starts, with a clear definition of the price to be used on the grant
date,
- give the board flexibility in setting grant dates for newly hired
executives from outside the company,
- require an independent investigation by the board of directors when
backdating is alleged, with the results of that investigation to be revealed
to shareholders, and
- have the board request the resignation of any executives or directors
involved in backdating.
The Fund's resolution, if adopted, would apply these principles to events
occurring at Caremark.
We are aware that on March 7, 2007 the CVS board of directors adopted a
Policy on Stock Option Grants (the "Company Options Policy") to apply to all
options granted to executives and directors after that date. In our view, the
Company Options Policy falls short of the approach advocated by the Fund and
is not a reason to vote against the Fund's resolution.
The Company's Option policy states:
"1. Stock options shall be granted to executives and members of the
Board of Directors at an exercise price equal to the closing price of the
underlying stock on the date that the option is granted (the "grant date"),
with grant dates in a given fiscal year to be established generally based on
the Company's customary and normal grant cycle. Where a grant to an existing
employee is outside the annual grant cycle, the grant date will not be
coordinated with the release of material non-public information that has been
or will be disclosed within 30 days on either side of any such grant date.
"2. In hiring an executive after a fiscal year has begun, the grant date
will be the later of the hire date and the date the Management Planning and
Development Committee approves the
6
award.
"3. If options are granted below the closing price on the grant date,
the exercise price of unexercised options shall be increased to the closing
price on the grant date; with respect to any exercised options, the affected
executive or director shall compensate CVS for the value of any benefit that
was received by using a date other than the actual grant date for determining
the exercise price.
"4. The Management Planning and Development Committee will be
responsible for oversight of this policy on stock option grants."
The Fund regards the Company's Options Statement as inadequate because
it:
- merely requires grant dates to be "established generally based on the
Company's customary and normal grant cycle," rather than before the fiscal
year begins;
- allows grants to existing employees outside the annual grant cycle,
although not in a manner that is coordinated to the release of material non-
public information;
- contains no limitation on coordinating option grants and the release of
material non-public information when making option grants to new hires;
- does not commit the board of directors to an independent investigation
of backdating allegations, release of the results of any such investigation to
shareholders, or requesting the resignation of executives or directors found
to have engaged in backdating.
The Fund believes that CVS shareholders deserve a stronger statement from
management and the board of directors that options backdating will not be
tolerated. The Fund thus urges you to vote FOR the Fund's resolution by
marking, signing and dating the enclosed proxy card and returning it to us.
VOTING PROCEDURES
The Company's proxy card does not include the Options Backdating
Proposal. Thus, if you wish to vote on the Options Backdating Proposal
(either For, Against or Abstain), you must vote the proxy card that
accompanies this proxy statement. If you wish to vote on any matter that may
come before the Annual Meeting (E.G., election of directors), you must also
vote the proxy card provided by the CVS board of directors. It will not be
possible to vote on the Options Backdating Proposal using the proxy card
provided by the CVS board of directors.
Thus, in order to vote on all items that are known to be coming before
the CVS Annual Meeting, you must vote using the proxy card provided by the CVS
board of directors and also the [BLUE] proxy card that accompanies this proxy
statement.
Even if you have already returned a proxy to the Company using the
Company's proxy card, you can still cast your vote for the Options Backdating
Proposal by signing and returning the enclosed [BLUE] proxy card. See also the
discussion in REVOCATION RIGHTS below.
7
The presence, in person or by proxy, of the holders of shares of the
Company's capital stock entitled to cast a majority of the votes entitled to
be cast at the Annual Meeting is required to constitute a quorum for the
transaction of business at the Annual Meeting. Under applicable Delaware law,
abstentions and broker non-votes (I.E., shares held in street name as to which
the broker, bank or other nominee has no discretionary power to vote on a
particular matter, has received no instructions from the persons entitled to
vote such shares and has appropriately advised the Company that it lacks
voting authority) are counted for purposes of determining the presence
or absence of a quorum for the transaction of business. A plurality of the
votes present, in person or by proxy, is necessary for the election of
directors. With regard to the election of directors, votes may be cast in
favor or withheld; votes that are withheld or broker non-votes will be
excluded entirely from the vote and will have no effect on the outcome.
Abstentions may not be specified in the election of directors.
A stockholder may, with respect to each other matter specified in the
notice of the meeting, (i) vote "FOR," (ii) vote "AGAINST" or (iii) "ABSTAIN"
from voting. An affirmative vote of a majority of the shares present in
person or by proxy and entitled to vote at the annual meeting is required for
approval of the other matters presented. Shares represented by proxies that
are marked "ABSTAIN" on such matters and proxies relating to broker non-votes
will be counted as shares present for purposes of determining the presence of
a quorum. Such shares, however, will not be treated as shares voting and
therefore will not affect the outcome of the vote on matters such as the
Options Backdating Proposal. The Options Backdating Proposal is advisory in
nature and cannot be implemented without board approval.
Unless otherwise directed on the enclosed [BLUE] proxy card, as more fully
described below, the Fund will vote FOR the Options Backdating Proposal (Item
1) described herein.
The accompanying [BLUE] Annual Meeting proxy card will be voted at the
Annual Meeting in accordance with your instructions on the card. You may vote
FOR or AGAINST the Options Backdating Proposal, or you may ABSTAIN from voting
on the Options Backdating Proposal. A majority of the total votes cast either
FOR or AGAINST the Options Backdating Proposal must be voted FOR the proposal
in order for the proposal to be adopted.
It will not be possible to use the [BLUE] proxy card accompanying this
proxy statement to vote on the election of directors or other matters that
will come before the Annual Meeting. In order to do so, you must vote using
the Annual meeting proxy card provided by the Company. In order to vote on
the Options Backdating Proposal and on matters being presented by management,
you must vote BOTH the [BLUE] Annual Meeting card that accompanies this proxy
statement, as well as the proxy card provided by the Company with the
Company's proxy statement.
IF YOU SIGN, DATE AND RETURN THE ENCLOSED [BLUE] PROXY CARD WITHOUT ANY
MARKING, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES
REPRESENTED BY THE [BLUE] PROXY CARD FOR THE OPTIONS BACKDATING PROPOSAL (ITEM
1 HEREIN).
8
REVOCATION RIGHTS
You may revoke a proxy vote any time before the tally by (1) executing a
later proxy card, (2) appearing at the meeting to vote, or (3) delivering to
the proxy holder or to the Company's secretary written notice of revocation
prior to the date of the meeting. The Company's secretary is Zenon Lankowsky,
and CVS's offices are located at One CVS Drive, Woonsocket, Rhode Island
02895, telephone (401) 765-1500. See VOTING PROCEDURES above.
The Fund will keep the content of all cards it receives confidential from
everyone except those working directly with us and our staff until the annual
meeting, at which time our cards must be presented to the company's tabulator
in order to be counted.
SOLICITATION
The participants in this solicitation are the Amalgamated Bank LongView
Collective Investment Fund and Amalgamated Bank, both of 275 Seventh Avenue,
New York, NY 10001, and Amalgamated Bank staff, including Julie Gozan and
Christopher Smith, who own no shares of CVS stock.
Amalgamated Bank is a commercial bank chartered by the State of New York
in 1923. Amalgamated Bank LongView Collective Investment Fund is a tax
exempt, non-registered index fund provided to investors by the Amalgamated
Bank, and it owns ___,___ shares of CVS common stock, representing 0.___% of
CVS common stock and 0.___% of the overall voting power.
Proxies will be sought by mail, facsimile, telephone, e-mail and personal
interview. Amalgamated Bank will bear the cost of this solicitation. The
Fund will not seek reimbursement from the Company for the costs of the
solicitation.
The Fund intends to deliver a proxy statement and form of proxy to
holders of at least the percentage of CVS voting shares that would be required
to carry the proposal.
CERTAIN RELATIONSHIPS
Amalgamated Bank is owned by UNITE HERE, which is a labor union, but does
not have a collective bargaining relationship with any CVS employees. UNITE
HERE is an affiliate of Change to Win, a national federation of seven trade
unions representing a total of six million employees in service sector
industries. The CtW Investment Group (the "Investment Group"), which is
affiliated with Change to Win, provides research and assistance in support of
shareholder advocacy and corporate governance initiatives. In February 2007,
the Investment Group recommended that shareholders vote against the proposed
acquisition of Caremark by CVS, arguing that the Caremark board did not seek
maximum value for shareholders and did not negotiate with Express Scripts,
Inc., which advanced a competing offer. Previously, the Investment Group had
urged the chairman of Caremark's audit committee to conduct an
9
independent investigation of backdating allegations.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Information on these subjects appears in the Company's proxy statement.
SHAREHOLDER PROPOSALS FOR 2008 MEETING
Proposals from shareholders that are submitted for inclusion in the
Company's proxy materials must be received by the Company by _____________,
200_. Any such stockholder proposals must be sent to the CVS Corporate
Secretary at CVS' executive offices at One CVS Drive, Woonsocket, Rhode Island
02895.
PLEASE VOTE FOR THE OPTIONS BACKDATING PROPOSAL.
Sincerely,
Amalgamated Bank LongView
Collective Investment Fund
For Further Information Please Call
Amalgamated Bank LongView Collective Investment Fund
Collect at (202) 721-0768
10
PRELIMINARY COPY - SUBJECT TO COMPLETION; DATED MARCH 26, 2007
CVS/CAREMARK CORPORATION
2007 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY
AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND.
THIS PROXY IS NOT BEING SOLICITED ON BEHALF
OF THE CVS BOARD OF DIRECTORS.
The undersigned shareholder of CVS/Caremark Corporation ("CVS") hereby
appoints each of Julie Gozan and Christopher Smith, with full power of
substitution, to vote, as indicated on all matters referred to on the reverse
side of this card and described in the proxy statement, all shares of common
stock of CVS which the undersigned would be entitled to vote if present at the
Annual Meeting and at any adjournments or postponements thereof.
ADDITIONAL VOTING INSTRUCTIONS FOR CERTAIN CVS EMPLOYEES: To the extent the
undersigned is a participant in the 401(k) Plan and Employee Stock Ownership
Plan of CVS Corporation and Affiliated Companies (the "Plan"), the undersigned
hereby instructs The Bank of New York, as trustee under the Plan, to vote as
indicated on the reverse side, all shares of Series One Convertible ESOP
Preference Stock and all shares of CVS common stock held in the Plan, as to
which the undersigned would be entitled to give voting instructions if present
at the Meeting. Shares for which voting instructions are not properly
completed or signed, or received in a timely manner, will be voted in the same
proportion as those shares for which voting instructions were properly
completed and signed and received in a timely manner, so long as such vote is
in accordance with the provisions of the Employment Retirement Income Security
Act of 1974, as amended.
The undersigned hereby ratifies and confirms all that each of the proxies
and/or The Bank of New York may lawfully do in the premises, and hereby
revokes all proxies (or voting instructions in the case of Plan shares)
previously given by the undersigned to vote at the Meeting and at any
adjournments or postponements thereof. The undersigned acknowledges receipt of
the notice of and the proxy statement for the Meeting.
AMALGAMATED BANK LONGVIEW COLLECTIVE INVESTMENT FUND RECOMMENDS A VOTE "FOR"
ITEM 1 DESCRIBED ON THE REVERSE SIDE OF THIS CARD.
TO VOTE IN ACCORDANCE WITH THIS RECOMMENDATION, JUST SIGN ON THE REVERSE SIDE.
NO BOXES NEED TO BE MARKED. IF THIS PROXY IS EXECUTED, BUT NO INSTRUCTIONS ARE
GIVEN AS TO ANY ITEMS SET FORTH IN THIS PROXY, THIS PROXY WILL BE VOTED FOR
THE ITEM DESCRIBED ON THE REVERSE SIDE OF THIS CARD.
(CONTINUED TO BE MARKED, SIGNED AND DATED ON THE REVERSE SIDE)
Item 1: Options Backdating Proposal
To act upon a shareholder proposal, if presented at
the meeting, by Amalgamated Bank LongView Collective
Investment Fund requesting the Board of Directors to
adopt a policy with respect to the Company's policy
for awarding equity compensation to directors and
executives.
/x/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
Amalgamated Bank LongView Collective Investment Fund recommends a vote FOR
Item 1.
1. Proposed resolution submitted by Amalgamated Bank LongView Collective
Investment Fund requesting that the board of directors adopt a policy with
respect to the Company's practices in making awards of equity compensation to
directors and executives.
For / / Against/ / Abstain / /
WHERE NO VOTING INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR ITEM 1.
This Proxy, when properly executed, will be voted in the manner
marked herein by the undersigned shareholder.
(place mailing label here)
Please date and sign this proxy exactly as your name appears
hereon:
Dated:________________________, 2007
____________________________ _______________________________
(Signature) (Signature, if held jointly)
_______________________________
(Title)
When shares are held by joint tenants, both should sign. When signing as
attorney-in-fact, executor, administrator, trustee, guardian, corporate
officer or partner, please give full title as
such. If a corporation, please sign in corporate name by
President or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
To vote in accordance with the recommendation of Amalgamated Bank LongView
Collective Investment Fund, just sign and date this proxy. No boxes need to
be checked.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE PROVIDED.