CVS Health Corporation | Reduce ownership threshold to request special stockholder meeting at CVS Health Corporation

Status
40.85% votes in favour
AGM date
Previous AGM date
Proposal number
6
Resolution details
Company ticker
CVS
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.
Supporting statement
It is an important part of this proposal for 10% of shares, regardless of whether the shares are held in street name or not, to have the right to call for a special shareholder meeting to the fullest extent possible. The ambiguous CVS bylaws seem to restrict the right to call a special meeting to non-street name shareholders of CVS. If 50% of CVS shares are non street name shares then 30% of this particular class of shares would be needed to call for a special shareholder meeting
It is also important for 10% of shares to have the right to call for a special shareholder meeting to help make up for our totally useless right to act by written consent. It is worse to have no right at all than to find that a right that is technically on the books is totally useless. Why would any group of shareholders, who own 25% of CVS, find it attractive to do so little as to ask management to look a calendar [sic] and come up with a record date for written consent when a fraction of their members (with 15% stock ownership) can compel management to hold a special shareholder meeting?
What group of shareholders who own 15% of CVS and can already compel management to hold a special shareholder meeting, would then prefer to take their chances to seek out the support of shareholders who own another 10% of our company – to simply get a record date from management?
To initiate written consent at CVS, 25% of shares now must petition management for the baby step of obtaining a record date. Once a record date is obtained then shareholders are on a tight schedule to obtain the consent of 51% of shares outstanding which is equal to 70% of the shares that vote at the annual meeting. It would be hopeless to think that shares that do not have the time to vote would have the time to go through the special procedural steps to act by written consent. This turns into a classic Catch-22 dilemma. In order to get a record date, 25% of shares must give their contact information to management. Thus it is easier than shooting fish in a barrel for management, with free access to the corporate war chest and professional proxy solicitors, to pester the 25% of shares to change their mind and revoke their support for acting by written consent.
We need a right for 10% of shares to call for a special shareholder meeting to help make up for our useless right to act by written consent.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Rothschild & co Asset Management For

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