EXPRESS SCRIPTS HOLDING COMPANY (NASDAQ:ESRX) Files An 8-K Submission of Matters to a Vote of Security Holders

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EXPRESS SCRIPTS HOLDING COMPANY (NASDAQ:ESRX) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07

Submission of Matters to a Vote of Security
Holders

Express Scripts Holding Company (the Company) held its 2017
annual meeting of stockholders (the Annual Meeting) at the
Companys principal executive offices on Thursday, May11, 2017. Of
the 600,312,808 shares outstanding and entitled to vote,
530,016,456 shares were represented at the meeting, or an 88.3%
quorum. The results for each of the matters submitted to a vote
of stockholders at the Annual Meeting are as follows:

Proposal 1. Election of Directors. All of the
nominees nominated by the Board of Directors for director were
elected to serve until the next annual meeting or until their
respective successors are elected and qualified, by the votes set
forth in the table below.

NOMINEE

FOR AGAINST ABSTAIN BROKER NON-VOTES

Maura C. Breen

450,857,929 14,092,885 1,827,831 63,237,811

William J. DeLaney

453,455,019 11,435,181 1,888,445 63,237,811

Elder Granger, M.D., MG, USA (Retired)

463,002,048 1,893,795 1,882,802 63,237,811

Nicholas J. LaHowchic

448,400,876 16,495,385 1,882,384 63,237,811

Thomas P. Mac Mahon

453,838,774 11,055,248 1,884,623 63,237,811

Frank Mergenthaler

462,935,814 1,937,390 1,905,441 63,237,811

Woodrow A. Myers, Jr., M.D.

452,873,549 12,026,708 1,878,388 63,237,811

Roderick A. Palmore

462,573,017 2,293,114 1,912,514 63,237,811

George Paz

458,152,797 8,078,126 547,722 63,237,811

William L. Roper, M.D., MPH

464,222,075 2,046,680 509,890 63,237,811

Seymour Sternberg

456,203,380 8,680,951 1,894,314 63,237,811

Timothy Wentworth

463,568,302 2,638,978 571,365 63,237,811

Proposal 2. The appointment of Pricewaterhouse
Coopers LLP as the Companys independent registered public
accountants for 2017 was ratified by the stockholders, by the
votes set forth in the table below.

FOR

AGAINST

ABSTAIN

523,089,781

6,205,914 720,761

Proposal 3. The stockholders approved, on a
non-binding basis, executive compensation, by the votes set forth
in the table below.

FOR

AGAINST

ABSTAIN

BROKERNON-VOTES

425,745,314

39,292,123

1,741,208

63,237,811

Proposal 4. The stockholders recommended, by
non-binding vote, the holding of votes on executive compensation
on an annual basis, by the votes set forth in the table below. In
light of this result and other factors considered by the Board of
Directors of the Company, the Board of Directors has determined
that the Company will hold annual votes on executive compensation
until the next advisory vote on the frequency of votes on
executive compensation occurs. The next non-binding advisory vote
regarding the frequency of votes on executive compensation is
required to be held no later than the Companys 2023 Annual
Meeting of Stockholders, although an earlier vote may be held at
the discretion of the Board of Directors.

1 YEAR

2 YEARS

3 YEARS

ABSTAIN

BROKERNON-VOTES

423,393,460

1,275,015 41,246,152 864,018 63,237,811

Proposal 5. A stockholder proposal regarding the
Chairman of the Board of Directors being an independent member of
the Board of Directors was rejected by the stockholders, by the
votes set forth in the table below.

FOR

AGAINST

ABSTAIN

BROKERNON-VOTES

216,893,238

244,490,020 5,395,387 63,237,811

Proposal 6. A stockholder proposal regarding
annual reporting of gender pay gaps within the Company was
rejected by the stockholders, by the vote set forth in the table
below.

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

32,206,092

417,437,365 17,135,188 63,237,811


EXPRESS SCRIPTS HOLDING COMPANY (NASDAQ:ESRX) Recent Trading Information

EXPRESS SCRIPTS HOLDING COMPANY (NASDAQ:ESRX) closed its last trading session down -1.03 at 59.63 with 4,996,352 shares trading hands.