CVS Health Corporation (CVS) Earnings Call Transcript & Summary

Good morning, and welcome to the 2021 CVS Health Annual Meeting of Stockholders. I'm Colleen McIntosh, Senior Vice President, Corporate Secretary of CVS Health Corporation. The agenda and rules of the meeting have been posted in the Meeting Materials section of the virtual meeting website, along with links to our annual report and our proxy statement. And if you've not already voted or wish to change your vote, you may do so at any time until the polls are closed by clicking the vote now button. You can also submit a question or comment at any time using the ask a question box on the website. Please note that as stated in the rules of the meeting, we ask that you limit your questions to a maximum of 2 per stockholder, and note that questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized and answered together. With that, I'll turn it over to Dave Dorman.

Good morning. I'm David Dorman, Chair of the Board of CVS Health Corporation, and I call this Annual Meeting of Stockholders to order. In furtherance of our company's purpose of helping people on their path to better health, and to protect the health of our stockholders, employees and Directors, this is the second year that we are holding this meeting in a virtual-only format. Also, with me for our virtual meeting today is Karen Lynch, the company's President and Chief Executive Officer. I'd also like to introduce the company's Board of Directors who are standing for reelection and who are present here today: Fernando Aguirre, former Chairman, President and CEO of Chiquita Brands International; David Brown, partner and member of the Executive Committee of the law firm of Nelson and Mullins; Alecia DeCoudreaux, President, Emerita Mills College and former executive at Eli Lilly; Nancy-Ann DeParle, a managing partner at Consonance Capital Partners and former Director of the White House Office of Health Reform; Roger Farah, former Chairman of Tiffany & Company and former executive at Tory Burch and Ralph Lauren; and Anne Finucane, Vice Chairman at Bank of America and Chairman of Bank of America Merrill Lynch Europe; Edward Ludwig, former Chairman and CEO of Becton Dickinson; JP Millon, former President and CEO of PCS Health Systems; Mary Schapiro, Vice Chair of Public Policy at Bloomberg LP and former Chairman of the SEC; Bill Weldon, former Chairman and CEO of Johnson & Johnson; and Tony White, former Chairman, President and CEO of Applied Biosystems. I'd also like to take this opportunity to thank Larry Merlo, our former President and CEO, who is retiring after 11 years on the Board and more than 40 years as an employee of CVS. Larry has served the Board and the company with great distinction, and we wish him well in his retirement. Finally, I would like to acknowledge representatives of the company's independent auditors, Ernst & Young LLP, who are joining the virtual meeting today, including lead audit partner, Mike Fischer. Ernst & Young have indicated that they do not wish to make a statement at this time. I'll introduce some of our officers a little later in the meeting. Now turning to the formal business today. Madam Secretary, will you present the list of stockholders of record on March 17, 2021, and tell us that we have a quorum for the transaction of business.

Mr. Chairman, I can report that the list of stockholders of record on March 17, 2021, has been certified and received. And that beginning on April 2, 2021, a notice of meeting, proxy statement and annual report were mailed or made available to all such stockholders and that they are today present either by proxy or in person, holders of at least 1.1 billion shares representing approximately 85% of the outstanding shares of the company's common stock and that, therefore, we have a quorum.

Thank you, Madam Secretary. I'd now like to appoint Carl Wagner of American Election Services, as the Inspector of Elections. Madam Secretary, would you confirm that the oath has been administered?

Mr. Chairman, I can confirm that the oath of office has been administered and executed and is in my possession.

Thank you. Our principal business today is to act upon the following proposals as set forth in full in the proxy statement mailed and made available to our stockholders, beginning April 2, 2021. First, a proposal to elect 13 Directors; second, a proposal to ratify the appointment of Ernst & Young as CVS Health's independent auditors for 2021; third, a proposal to approve the company's executive compensation as described in the proxy statement; fourth, a stockholder proposal for reducing the ownership threshold required to request a stockholder action by written consent; and fifth, a stockholder proposal regarding the company's Chair of the Board. We have with us this morning, John Chevedden, who will now briefly present the 2 stockholder proposals. John?

So this is Proposal 4, improve shareholder written consent. Can you hear me okay?

We can.

Good. Shareholders request that our Board of Directors take the steps necessary to enable 10% of shares request a record date to initiate written consent. It currently takes the signature backing of 25% of shares to take such a small step as to request a date from management for written consent. The purpose of this proposal is to improve management accountability to shareholders. If you have voted against this proposal, please consider changing your vote before the polls close within minutes. This proposal topic just won majority support at BorgWarner on April 28. Our current version of written consent, like the BorgWarner written consent, is useless and would not be used by any group of shareholders in their right mind. Why would any group owning 25% of our stock seek to do so little as to get a date on the calendar for management, when a smaller group of shareholders with less effort, can compel management to hold a special shareholder meeting on a topic of their choosing. Door #1 is a date on the calendar for management, and door #2 takes less effort and compels management to hold a special shareholder meeting. Thus, door #2, a special shareholder meeting is the clear choice and our written consent is thus useless. Clearly, shareholders were made aware of the uselessness of our current right deck by written consent would not approve it, yet management claims that shareholders did approve it. This shows how management abuse shareholder engagement by withholding key information on written consent in order for management to claim it got shareholder approval. Management failed to mention that there is no formal process to remove false texts for management statements next to a shareholder proposal. Thus, management gets the free ride to include false statements next to a shareholder proposal. However, there is a formal process for management to renew false texts from shareholder proposals that is overseen by the Securities and Exchange Commission. Management made no such attempt in regard to this proposal. Taking action by written consent is the mean shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new Director. For instance, shareholders might determine that the poorest performing Director is in need of replacement. For instance, David Dorman, received 161 million against votes in 2020. By comparison, 6 of our Directors received less than 10 million against votes. Please vote yes, before the polls close, improve shareholder written consent. And the next proposal is Proposal 5, independent Board Chairman sponsored by Kenneth Steiner. Shareholders request that our Board of Directors adopt the policy we require that the Chairman of the Board be an independent member of the Board whenever possible. Although it would be better to have an immediate transition to an Independent Board Chairman, the Board would have the discretion to phase this policy and for the next Chief Executive Officer transition. The timing may be right for a new CVS Chairman of the Board and a transition to a permanent Independent Board Chairman structure. The current CVS Chairman, Mr. David Dorman, has 14 years long tenure and was again rejected by more shareholders than any other CVS Director in 2020 with 161 million against votes. Meanwhile, the CVS stock price has fallen from $110 in 2015. Plus, CVS management forced CVS shareholders to pay for advertising against this proposal topic in 2020. CVS management pay was also rejected by an overwhelming 75% of shares in 2020, which, combined with the deflated price of CVS stock, suggests that CVS management pay does not have the proper incentives. Mr. David Brown, who chaired the CVS Management Pay Committee, received the second highest against votes after Mr. Dorman. Plus, CVS management failed to announce this high percentage rejection of management pay during the 2020 online annual meeting and the high votes of rejection regarding Mr. Dorman and Mr. Brown. And the Department of Justice announcement of an $8 billion global settlement with Purdue Pharma puts pressure on pharmacies that sold opioids like CVS. Please vote, yes, before the polls close, Independent Board Chairman, Proposal 5.

Thank you. The company's position on both of the stockholder proposals is set forth in the proxy statement. Balloting on all the proposals as outlined is now before the meeting. As Colleen announced earlier, voting is available on the virtual meeting website for anyone who has not put in a proxy or who wishes to change his or her vote. If you would like to vote online, please do so now. The polls will close very soon. While the final votes are being cast and counted, I'd like to take this opportunity to introduce some of the company's executive officers who are joining our virtual meeting today: Eva Boratto, Chief Financial Officer; Troy Brennan, Chief Medical Officer; Dan Finke, President of Healthcare Benefits; Josh Flum, EVP of Enterprise Strategy; Laurie Havanec, Chief People Officer; Alan Lotvin, President of Pharmacy Services; Neela Montgomery, President of Pharmacy and Retail; Tom Moriarty, Chief Policy and External Affairs Officer and General Counsel; Michelle Peluso, Chief Customer Officer; and Jon Roberts, Chief Operating Officer. The polls for voting on all matters at this meeting are now closed. No further voting is permitted and the Inspector of Election will consider no further proxies or evidence of voting. The Inspector of Elections will tabulate the votes cast at this meeting and certify the final results in due course. Returning to the business of the meeting. Madam Secretary, would you announce the preliminary results of voting.

The proposal to elect 13 Directors has been approved, with at least the majority in favor of each nominee. The proposal to ratify the appointment of Ernst & Young as independent auditors has been approved with a vote of approximately 98% for. The proposal to approve the corporation's executive compensation has been approved with a vote of approximately 91%. The stockholder proposal regarding the ownership threshold for stockholder action by written consent has been rejected with a vote of approximately 63% against. The stockholder proposal regarding our Independent Chair has been rejected with a vote of approximately 75% against. Therefore, subject to final verification of the vote by the Inspector of Election, Proposals 1, 2 and 3 have been approved by the required stockholder vote and Proposals 4 and 5 have been rejected by the required stockholder vote. Full details of the vote as verified by the Inspector of Elections, will be disclosed in a Form 8-K to be filed with the Securities and Exchange Commission within the next couple of days.

Thank you, Madam Secretary. As there is no other formal business, I hereby adjourn the meeting. I'm now going to turn things over to Karen Lynch for a business update and some Q&A. Karen?

Well, thank you for your questions. Our first question is, when might we see an increase in the dividend? And are you looking at acquisitions in the year ahead? First, I would say that we will revisit our capital allocation strategy after we pay down our debt. Our priorities are clearly to pay down our debt, pay out our dividends, invest in growth, and we will consider acquisitions as appropriate, but that is our capital strategy right now. Our second question is for David Brown. David, I'm going to give you 2 questions. I will start with the first one. What changes have been made in executive pay since the overwhelming rejection vote in 2020?

I can actually handle that, Karen. This is Dave Dorman. So with respect to the first question, we hired and replaced our old compensation consultant with a new consultant. We reduced our maximum payout under our PSU program. And we also agreed that for a period of 5 years, we would not accelerate ordinary course awards. So that's the answer to the first question. The second question has -- go ahead.

Second question, Dave, is would you speak to whether CVS Health might be better served by an executive compensation plan tailored specifically to the company's particular circumstances and its unique long-term strategic business plan?

We review the metrics and targets annually. So the compensation plan can be modified to take into consideration special events. We will be conducting at the end of this year -- or during this year, a holistic review of our compensation plan, which goes beyond what we would do in normal course.

Our next question is, can you please give examples of marketing innovations. As you might imagine, this year was an incredible moment in time for our brand and we've done a significant amount of marketing innovation with our digital assets, particularly in our scheduler and really achieved significant engagement with individuals. We also developed a one-step closer campaign where we had significant engagement with our customers. And we are increasingly becoming a very data- and tech-led marketing organization. So lots of innovations all throughout the year. The next question is, why has CVS not gone international? There's a lot of runway here to solve our significant issues in the United States in health care. And from a pharmacy perspective, there are many international markets that don't have a favorable regulatory environment that would allow us to expand broader than the U.S. And we'll -- obviously, we'll continue to evaluate our alternatives as they arrive. But the focus right now is to drive successful innovation in the U.S. health care system. The next question is, what is CVS plan to address mental health challenges we face in this country as we emerge from the pandemic? Well, this is one area that we are clearly a leader in. We have a very strong behavioral health organization that has been working with the front lines in America. We have just recently introduced mental health colleagues in our CVS locations and we are actively promoting engagement with our resource for living -- resources for mental health. So it is an important area to make sure that we are connecting mental health with physical health and as I said, we are a leader in this area. The next question is, how much does CVS spend on in-house attorneys? And how much did CVS pay to outside law firms in 2020? We do not disclose the size of our legal budget or fees paid to outside law firms. That said, I can assure you that we are very focused on efficient use of our own law firms, and we have not seen any significant increase in our overall legal fees over the last several years. Regarding our in-house lawyers, we have, over the years, engaged in a lot of initiatives for continuous improvement and looking at centralizing functions and making sure that we have a very efficient in-house legal team. We have an outstanding group of lawyers that represents our company, and we're quite proud of them. The next question is, what is CVS doing to support voter access? And related to this, what is CVS Health doing to oppose a voter suppression? My question relates to both legislative-related actions as well as direct actions such as giving free CVS-branded water bottles to voters standing online to vote. Access to the ballot box is a fundamental right, and we stand against any attempt to circumvent the democratic process. We believe that we can have the most impact by advocating for voting rights at the national level, including urging Congress to amend the voting rights act to prevent discriminatory practices in states. Our last question is, can you discuss the Board's perspective on the concept of stakeholder capitalism? And what principles the Board would use to balance the interest of various stakeholders as it develops and implements the company's long-term business strategy? We are very focused on generating profits and returning value to our shareholders. That said, we continue to focus to have the customer at the center of all that we do and the importance of the role that our 300,000 colleagues play in executing on our strategy and our mission. We are very focused on the role we play in communities across the entire country and the impact that we can have to advance access on quality and affordable care. That concludes the Q&A portion of our meeting. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.