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

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.