Good morning, welcome to the 2026 CVS Health annual meeting of stockholders. I'm Kristina Fink, Senior Vice President, Corporate Secretary, and Chief Governance Officer of CVS Health Corporation. In order to allow our stockholders to more easily participate in this meeting, regardless of their geographic location, we are again holding our annual meeting in a virtual-only format. The agenda and the 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. If you have not already voted or wish to change your vote, you can do so at any time until the polls are closed by clicking the Vote Here 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 two per stockholder and that all questions are germane to the business of the meeting. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped, summarized, and answered together. I'll now turn it over to David Joyner.
Good morning. I'm David Joyner, Chairman of the Board and CEO of CVS Health Corporation, and I call this annual meeting of stockholders to order. I'd like to introduce the other members of the company's Board of Directors who are standing for re-election and who are present here today. Fernando Aguirre, former Chairman, President, and CEO of Chiquita Brands International. Jeffrey Balser, President and CEO of Vanderbilt University Medical Center. David Brown, partner of the law firm Nelson Mullins. Alecia A. DeCoudreaux, President Emerita, Mills College, and a former executive at Eli Lilly. Anne Finucane, Chair of the Board of Rubicon Carbon and a former Vice Chairman at Bank of America. John Gallina, former CFO of Elevance Health. Scott Kirby, CEO and a member of the Board of Directors of United Airlines. Mike Mahoney, Chairman, CEO, and President of Boston Scientific. Leslie Norwalk, Strategic Counsel at Epstein, Becker & Green.
Larry Robbins, CEO and Portfolio Manager of Glenview Capital. Guy Sansone, Chairman and CEO of H2 Health. Doug Shulman, Chairman and CEO of OneMain Financial. I would also like to acknowledge representatives of the company's independent auditors, Ernst & Young, who are joining the meeting today, including our Lead Audit Partner, Stephanie Hollander. Turning to our formal business for the day, Madam Secretary, will you present the list of stockholders of record on March 16th, 2026, and tell us that we have a quorum for the transaction of business?
Yes. I can report that the list of stockholders of record on March 16, 2026, has been certified. Beginning on April 3, 2026, a notice of meeting and proxy statement and an annual report were mailed or made available to all such stockholders. There are present today, either by proxy or in person, holders of at least 1.1 billion shares, representing approximately 89% of the outstanding shares of the company's common stock, and we therefore have a quorum.
Thank you, Madam Secretary. I'd now like to appoint John Merva of American Election Services as the inspector of elections. Madam Secretary, would you confirm that the oath has been administered?
I can confirm that the oath of office has been administered and executed and is in my possession.
Our principal business today is to act upon the following proposals as set forth in full in the proxy statement mailed or made available to our stockholders beginning on April 3rd, 2026. Madam Secretary, would you please read a summary of the proposals?
The five proposals before the meeting are as follows. First, a proposal to elect 13 directors. Second, a proposal to ratify the appointment of Ernst & Young as our independent auditors for 2026. Third, an advisory proposal to approve our executive compensation, commonly referred to as say on pay. Fourth, a proposal to approve the company's 2026 incentive compensation plan. Fifth, a stockholder proposal requesting a reduction in the threshold for our stockholders to act by written consent. Moving to the presentation of the stockholder proposal, we have Glenn Beatty, who will present the proposal submitted by Mr. Chevedden. Mr. Beatty, you have up to three minutes to present the proposal.
Thank you. Proposal five, improve shareholder written consent, sponsored by John Chevedden. Shareholders request that the board of directors take the steps necessary to enable 10% of shares to request a record date to initiate written consent. Currently, it takes the formal backing 35% of all the shares that normally cast ballots at the annual meeting to do so, little ask for a record date for written consent. Any action taken by written consent would still need more than 60% super majority approval from the shares that normally cast ballots at the annual meeting. This 60% requirement gives almost overwhelming super majority protection to CVS management that will remain unchanged.
Enabling 10% of shares to apply for a record date for written consent makes sense because scores of companies do not even require 0.1% of stock ownership to do so, little as request a record date. This proposal received 42% support at the 2025 CVS annual shareholder meeting. 42% is impressive because a large number of CVS shareholders automatically vote against shareholder proposals without thinking. To guard against the CVS board of directors becoming complacent, CVS shareholders need an improved ability to act by written consent to help board adopt new strategies when the need arises. A shareholder ability to act by written consent would be a welcome incentive for CVS directors to avoid more long-term declines in the CVS stock price. Please vote yes, proposal five, improve shareholder written consent. Thank you.
The company's position on the stockholder proposal is set forth in the proxy statement. Are there any questions regarding the stockholder proposal? All right. As the secretary 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, her, or their 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 acknowledge and thank all of my colleagues at CVS Health for the service and dedication to our company. I'd also like to thank Roger Farah, who is retiring from the board and not standing for a re-election today.
Roger Farah has served the board, its committees, and the company with great distinction over the years, including as chair of the board from May 2022 through December 2025, and we wish him all the best. 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 Election will tabulate the votes cast at this meeting and certify the final results in due course. Returning to the official business of the meeting, Madam Secretary, would you announce the preliminary results of the voting?
The proposal to elect 13 directors has been approved, with at least a majority in favor of each nominee. The proposal to ratify the appointment of our auditors has been approved with a majority vote in favor. The proposal regarding our executive compensation has been approved with a majority vote in favor. The proposal regarding our 2026 incentive compensation plan has been approved with a majority vote in favor. The stockholder proposal requesting a reduction in the threshold of our stockholders to act by written consent has not been approved with a majority vote against. Subject to the final verification of the vote by the Inspector of Election, proposals one, two, three, and four have been approved by the required stockholder vote, and Proposal five has failed to receive the approval of the required stockholder vote.
Full details of the final votes, as verified by the Inspector of Elections, will be disclosed on a Form 8-K to be filed with the SEC.
Thank you, Madam Secretary. As there is no other formal business, I hereby adjourn the meeting. We're now going to provide a brief business update, and then we have some Q&A.
Thank you for being here today and for your continued support of CVS Health. Health touches every part of our lives, it's personal. It affects our families, our communities, and the people we care about most. It's foundational because when health breaks down, everything else becomes harder. Too often, the healthcare experience doesn't reflect how important it really is. It can be complicated and personal and frustrating to navigate, especially when people need clarity and compassion the most. At CVS Health, our focus is straightforward, making healthcare simpler, more affordable, and more connected for the people who rely on us. We're working to solve real problems that drive cost, create friction, and undermine trust in the system, problems that affect patients, employers, providers, and communities every day. Let me share an example.
Prior authorizations are meant to support safe, high-quality care, but we saw an opportunity to make the process easier for both members and providers. Today, more than 95% of eligible Aetna prior authorizations are approved within 24 hours, many of them immediately. At CVS Caremark, about 90% of the eligible prior authorizations are approved within 24 hours. We've also simplified the process by bundling prior authorizations, so someone facing a life-changing diagnosis only needs one prior auth for the many scans they may have to get. We're using technology to accelerate our ability to seamlessly exchange clinical data with health systems and providers, reducing the administrative burden and speeding up decisions. Through the CVS Health app, you can manage healthcare for your entire family across Aetna, CVS Pharmacy, CVS Caremark, and CVS Specialty. Improving access to care is another priority.
Through Signify Health, we bring clinician-led in-home evaluations to members, particularly those in rural areas or people who can't easily get to a doctor's office. Through Oak Street Health, we're providing primary care to older adults on Medicare, often in communities with limited access to care. Community pharmacy is one of the most accessible and trusted healthcare touch points, and we continue to expand the role of our pharmacists and invest in the future of the profession. Affordability and transparency remains central to everything we do. People need to be able to pay for and understand the cost of their care. Together, Cordavis, CVS Caremark, and CVS Specialty offer low-cost biosimilars to patients. We achieved 96% adoption from the high-cost reference brand HUMIRA to the low list price biosimilar.
More than 80% of those members paid $0 out of pocket, delivering more than $1.5 billion in savings to our clients and their members. Our innovative industry-leading pricing models, CVS CostVantage and CVS Caremark TrueCost, are bringing greater clarity to drug pricing and reimbursement. These are just a few examples of the ways that we are leading the industry and reimagining healthcare in America. When we get it right, we do well by our customers, clients, colleagues, and shareholders. We focused on getting back to basics in our business and being strong operationally. In 2025, we delivered full-year revenue of over $400 billion, adjusted EPS of $6.75, and operating cash flow of $10.6 billion, all of which meaningfully outperformed our initial expectations for the year.
This is a direct result of the work we did to ensure each of our businesses is best in class. Operational improvements at Aetna, continued strength at Caremark, sustained momentum at CVS Pharmacy, and encouraging progress from our healthcare delivery business. Our ambition is to be the most trusted healthcare company in America. Our purpose is to make healthcare simpler, one person, one family, and one community at a time. That's what people deserve, and that's the work I and my 300,000 colleagues remain focused on delivering. All right, moving on to Q&A. We have a few questions in queue. Please keep the rules of the meeting in mind if you are submitting a question. Madam Secretary, please read the first question.
David, the first question asks whether the company should maintain its strategic direction as outlined in the proxy statement, with a focus on the integrated business model across the different businesses within CVS Health.
Okay. Thank you for the question. Let me just reinforce some of the things I mentioned in the, in the business update. Let me start with a simple answer. What people want the most is a connected healthcare experience, and it's what CVS Health does best. The strength of our connected businesses, our experienced leadership team, and more than 300,000 colleagues serving approximately 185 million Americans gives us confidence in our ability to deliver the care people need today while reimagining and improving the experience of tomorrow. Our ambition is to be America's most trusted healthcare company by delivering on our promise to simplify healthcare, one person, one family, and one community at a time. This approach led to a strong financial performance in 2025, with continued momentum this year. Significant progress at Aetna. Caremark continues to lead innovation in the PBM industry.
We're exceeding expectations at CVS Pharmacy, we're positioning the healthcare delivery business for sustainable long-term growth. We're delivering connected experiences across our organizations. For example, we're improving the prior authorization process, which reduces administrative burden for healthcare providers, takes cost out of the systems, and make it easier for members to get the care they need. We're also supporting members taking GLP-1 medications with weight management solutions that help achieve the best clinical outcomes at the lowest net cost. We're enhancing our formulary strategy to continue balancing the cost and coverage by prioritizing clinically effective therapies, delivering more than $1.5 billion in client savings through biosimilar adoption. We're also using technology to improve the consumer experience. Our pharmacists use advanced AI tools to help identify patients with low adherence. We reengage those patients.
45% of our retail customers engage with us on their digital device. 75% of calls to pharmacy resolve quickly with conversational AI is giving Aetna's nurses about 90 minutes back every day. 95% of the Aetna inquiries and 86% of Caremark inquiries are resolved quickly online. Conversational AI resolves many of the others. When a Caremark or Aetna member needs to speak to a representative, those reps are assisted by AI to accelerate the understanding and resolution of the issue. If the member is both a Caremark and Aetna member, that same representative can resolve questions that span across both companies. Finally, we believe engagement is a game changer for better health. As we work together across CVS Health to create a simpler experience, we know the people we serve will be more engaged in achieving better health.
Thank you, David. We have also received questions regarding our executive compensation program. Our executive compensation philosophy and practices reflect our commitment to paying for performance, both short and long term, measured against challenging internal financial targets that take into account our results relative to those of our peer companies, as well as industry and market conditions. More information is available starting on page 41 of our proxy statement. Information about our 2026 equity awards begins on page 63 of our proxy statement. Additional information about our 2026 executive compensation program will be found in our 2027 proxy statement. There are no additional questions in the queue that meet the requirements of the rules of the meeting. Thank you for attending our annual meeting of stockholders for your continued support of CVS Health.
This now concludes the meeting. Thank you for joining. Have a pleasant day.