0000064803 false 0000064803 2020-09-25 2020-09-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): | September 25, 2020

CVS HEALTH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware | 001-01011 | 05-0494040
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

One CVS Drive, Woonsocket, Rhode Island | 02895
(Address of principal executive offices) | (Zip Code)
Registrant’s telephone number, including area code: | (401) 765-1500
Former name or former address, if changed since last report: | N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, par value $0.01 per share | CVS | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company | ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

Members of the senior management team of CVS Health Corporation (the “Company”) are scheduled to meet with certain of the Company’s stockholders beginning the week of September 28, 2020 to discuss a variety of matters related to the Company. A copy of the slide presentation that will be distributed in connection with these meetings is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits to this Current Report on Form 8-K are as follows:

INDEX TO EXHIBITS

| 99.1 | Stockholder Presentation.
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  | CVS HEALTH CORPORATION
Date: September 25, 2020 | By: | /s/ Colleen M. McIntosh
|  | Colleen M. McIntosh
|  | Senior Vice President, Corporate Secretary and Chief Governance Officer