CVS HEALTH CORPORATION (NYSE:CVS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (e)On June6, 2018, CVS Health Corporation (“CVS Health”) announced that David M. Denton, CVS Health’s Executive Vice President and Chief Financial Officer, will be leaving CVS Health at the close of the previously announced acquisition of Aetna Inc.

In connection with Mr.Denton’s departure, CVS Health has agreed to provide him 24 months of continued base salary as severance following his last day of employment, as well as subsidized benefits continuation for those 24 months (the “Severance Period”). He will receive a pro-rated bonus for calendar year 2018 based on his actual time worked.Mr.Denton’s stock options and restricted stock unit awards (other than his retention restricted stock unit award, which will fully vest on his last day of employment and will be settled in accordance with its terms) will continue to vest through the end of the Severance Period. His outstanding performance stock unit awards and LTIP awards will vest on a pro-rated basis through his last day of employment, assuming target performance levels, and they will be settled in accordance with their existing terms.

In order to receive the foregoing payments and benefits, Mr.Denton must remain employed with CVS Health as Chief Financial Officer through the earlier of the closing of the previously announced acquisition of Aetna or December31, 2018. Mr.Denton will be subject to an 18 month non-compete and non-solicitation covenants, and the payments will be conditioned upon the provision of a release.

The transaction remains subject to regulatory approvals and other customary closing conditions and is still expected to close in the second half of 2018.

On June6, 2018, CVS Health issued a press release announcing the proposed senior management team at CVS Health that is expected to be in place upon the closing of its previously announced acquisition of Aetna, Inc. Compensation arrangements for new members of the proposed senior management team have not yet been determined and will be finalized at the time of appointment, which is expected to be at the time of the closing of the acquisition.

A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.

No Offer or Solicitation

This communication is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction to or in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Additional Information and Where to Find It

In connection with the proposed transaction between CVS Health Corporation (“CVS Health”) and Aetna Inc. (“Aetna”), CVS Health filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which includes a joint proxy statement of CVS Health and Aetna that also constitutes a prospectus of CVS Health. The registration statement was declared effective by the SEC on February9, 2018, and CVS Health and Aetna commenced mailing the definitive joint proxy statement/prospectus to stockholders of CVS Health and shareholders of Aetna on or about February12, 2018 and the special meeting of the stockholders of CVS Health and the shareholders of Aetna was held on March13, 2018. INVESTORS AND SECURITY HOLDERS OF CVS HEALTH AND AETNA ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the registration statement and the definitive joint proxy statement/prospectus and other documents filed with the SEC by CVS Health or Aetna through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by CVS Health are available free of charge within the Investors section of CVS Health’s Web site at http://www.cvshealth.com/investors or by contacting CVS Health’s Investor Relations Department at 800-201-0938. Copies of the documents filed with the SEC by Aetna are available free of charge on Aetna’s internet website at http://www.Aetna.com or by contacting Aetna’s Investor Relations Department at 860-273-0896.

Cautionary Statement Regarding Forward-LookingStatements

The Private Securities Litigation Reform Act of 1995 (the “Reform Act”) provides a safe harbor for forward-looking statements made by or on behalf of CVS Health or Aetna. This communication may contain forward-looking statements within the meaning of the Reform Act. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “evaluate,” “expect,” “explore,” “forecast,” “guidance,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “potential,” “predict,” “probable,” “project,” “seek,” “should,” “view,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond CVS Health’s and Aetna’s control.

You are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and are applicable only as of the dates of such statements. Neither CVS Health nor Aetna assumes any duty to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, as of any future date.

(d)Exhibits

CVS HEALTH Corp Exhibit
EX-99.1 2 d598957dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   CVS Health Announces Management Team for Combined Company Following Close of Aetna Acquisition Transaction Executives of both companies appointed to drive forward future vision Transaction expected to close in second half of 2018,…
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About CVS HEALTH CORPORATION (NYSE:CVS)

CVS Health Corporation, together with its subsidiaries (CVS Health), is a pharmacy company. The Company operates through three business segments: Pharmacy Services, Retail/LTC and Corporate. The Company offers a range of products and services, such as advising patients on their medications at its CVS Pharmacy locations, introducing programs to help control costs for its clients at CVS Caremark, how care is delivered to its patients with conditions through CVS Specialty, pharmacy care for the senior community through Omnicare. The Pharmacy Services Segment provides a range of pharmacy benefit management (PBM) solutions. The Retail Pharmacy segment includes retail drugstores, online retail pharmacy Websites and its retail healthcare clinics.