CVS HEALTH Corp

The proposal asks the Board to amend the company’s governance procedures so that holders of 10% of outstanding shares can request a record date to initiate action by written consent, lowering the current initiation threshold. The proponent argues this would improve stockholder ability to act between annual meetings and serve as an incentive for directors to be responsive to stockholder concerns. The supporting statement cites prior support for a similar proposal and asserts that the change would provide a mechanism to address perceived board complacency and strategic missteps more efficiently. The proposal would not change the required voting standard for written-consent approval once a record date is set under the company’s existing charter provisions.