Unassociated Document
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): May 15, 2007
 
CVS CAREMARK CORPORATION
(Exact Name of Registrant
as Specified in Charter)
 
 
Delaware
  
 
(State or Other Jurisdiction of Incorporation)
  
 
001-01011
  
05-0494040
(Commission File Number)
  
(IRS Employer Identification No.)
 
One CVS Drive
Woonsocket, Rhode Island
  
02895
(Address of Principal Executive Offices)
  
(Zip Code)
 
     
Registrant’s telephone number, including area code: (401) 765-1500
 
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
  o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 
 
Section 8 - Other Events
 
Item 8.01  Other Events
 
Set forth below are the certified voting results for the matters submitted to a vote of shareholders at the Company’s Annual Meeting of Shareholders held on May 9, 2007.  These voting results are being provided in this Current Report since certification of the results by the inspector of election for the Annual Meeting was completed on May 15, 2007 and the results therefore were not announced at the Annual Meeting.

For the 2007 Annual Meeting:
Total eligible votes were 1,518,068,830;
Total votes cast were 1,091,672,488; and
Percentage of total eligible votes voted (i.e., quorum) was 71.91%.

Each director is elected by a majority of the votes cast with respect to that director’s election (by the holders of shares of common stock and ESOP preference stock present in person or by proxy at the meeting and entitled to vote, voting as a single class).  Votes “against” a director’s election count as a vote cast, but “abstentions” and “broker non-votes” do not count as a vote cast with respect to that director’s election.

 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
         
Proxy Item 1—Election of Directors
    
N/A
N/A
Edwin M. Banks
1,023,309,568
  58,264,526
    
C. David Brown II
1,016,593,224
  64,904,327
    
E. Mac Crawford
1,006,404,750
  71,777,678
    
David W. Dorman
   991,262,220
  90,717,817
    
Kristen E. Gibney Williams
1,024,188,246
  57,444,057
    
Roger L. Headrick
   606,585,338
453,175,142
    
Marian L. Heard
   997,580,413
  84,368,998
    
William H. Joyce
1,013,878,826
  68,118,421
    
Jean-Pierre Millon
1,010,603,403
  70,378,217
    
Terrence Murray
1,007,610,763
  74,297,341
    
C.A. Lance Piccolo
   729,571,199
350,384,689
    
Sheli Z. Rosenberg
  985,826,896
  96,174,280
    
Thomas M. Ryan
1,015,913,591
  66,130,081
    
Richard J. Swift
1,018,923,109
  62,553,178
    
         
Proxy Item 2.  Proposal to ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the 2007 fiscal year.
1,066,647,730
  16,222,455
   8,802,303
N/A
         
Proxy Item 3.  Proposal to adopt the Company’s 2007 Employee Stock Purchase Plan.
  804,502,906
  13,109,420
   9,298,015
264,762,147
         
Proxy Item 4.  Proposal to adopt the Company’s 2007 Incentive Plan.
  987,713,195
  93,707,280
  10,252,013
N/A
         
Proxy Item 5.  Stockholder proposal regarding limits on CEO compensation.
    39,214,581
775,134,018
 12,561,742
264,762,147


 
 
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
         
Proxy Item 6.  Stockholder proposal regarding separation of the roles of Chairman and CEO.
418,401,758
375,099,076
 33,409,507
264,762,147
         
Proxy Item 7.  Stockholder proposal regarding sustainability reporting by the Company.
268,659,468
418,503,312
139,747,561
264,762,147
         
Proxy Item 8.  Stockholder proposal regarding the relationship between the Company and compensation consultants.
365,800,732
451,371,653
   9,737,956
264,762,147
         
Proxy Item 9.  Stockholder proposal regarding the Company’s policy on stock option grants.
340,067,525
362,779,553
  42,137,901
346,687,509
 
As indicated above, Proxy Item 6 (Stockholder proposal regarding separation of the roles of Chairman and CEO) received majority support of the votes cast.  While this shareholder vote is non-binding, the Company’s Nominating and Corporate Governance Committee will review this matter fully and give careful consideration to an appropriate response.


 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CVS CAREMARK CORPORATION
 
Date:
May 16, 2007
By:
/s/ Douglas A. Sgarro
 
 
     
Name:
Douglas A. Sgarro
     
Title:
Executive Vice President and Chief
Legal Officer