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): November 7,
2007
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CVS
CAREMARK CORPORATION
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(Exact
Name of Registrant
as
Specified in Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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001-01011
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05-0494040
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
CVS Drive
Woonsocket,
Rhode Island
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02895
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(401) 765-1500
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(Former
Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
5 - Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
November 7, 2007, the CVS Caremark Corporation (the “Company”) announced that E.
Mac Crawford, Chairman of the Board of Directors (the “Board”) of the Company
had retired, and had therefore resigned as well from the Board, effective
immediately. Simultaneously, the Company announced that the members
of the Board unanimously designated Thomas M. Ryan as Chairman of the Board,
also effective November 7, 2007.
A
copy of the Company’s press release dated November 7, 2007 is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or By-laws; Change in
Fiscal Year
The
Board approved and adopted the following amendments to the Company’s by-laws
(the “By-laws”), effective November 7, 2007:
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Article
IV, Section 2 has been amended to reflect the fact that E. Mac Crawford
has resigned from the Board (as described above) and provisions that
were
effective only during his tenure as Chairman of the Board are no
longer
applicable.
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Provisions
in Article I, Section 14 and in Article IV, Section 2 have been amended
to
restate the provision that was in effect prior to the CVS/Caremark
merger
that the Chairman of the Board may be an executive officer of the
Company.
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Attached
hereto as Exhibit 3.2 and
incorporated by reference herein is a copy of the Company’s Amended and Restated
By-laws, effective as of November 7, 2007, reflecting the foregoing
amendments.
Section
8 - Other Events
Item
8.01 Other Events
On
November 7, 2007, the Company’s
Board appointed Terrence Murray as lead director.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
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Document
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3.2
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Amended
and Restated By-laws of CVS Caremark Corporation
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99.1
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Press
Release dated November 7, 2007 of CVS Caremark
Corporation
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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.
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CVS
CAREMARK CORPORATION
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Date:
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November 7,
2007
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By:
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/s/
David B. Rickard |
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Name:
David B. Rickard
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Title:
Executive Vice President,
Chief
Financial Officer &
Chief
Administrative Officer
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EXHIBIT
INDEX
Exhibit
No.
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Document
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3.2
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Amended
and Restated By-laws of CVS Caremark Corporation
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99.1
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Press
Release dated November 7, 2007 of CVS Caremark
Corporation
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Exhibit
3.2
BY-LAWS
OF
CVS
CAREMARK CORPORATION
(as
amended and restated November 7, 2007)
Article
I
STOCKHOLDERS
Section
1. ANNUAL
MEETING. The annual meeting of the stockholders of the corporation
for the purpose of electing directors and for the transaction of such other
business as may be brought before the meeting, shall be held at the principal
office of the corporation, or at such other place within or without the State
of
Delaware stated in the notice of the meeting as the Board of Directors may
determine, on such day in the month of April or May as the Board of Directors
may determine, at 10:00 o’clock in the forenoon, Rhode Island time, or at such
other hour stated in the notice of the meeting as the Board of Directors may
determine.
Section
2. SPECIAL
MEETINGS. Special meetings of stockholders may be called by the Board
of Directors, the Chairman of the Board of Directors or the Chief Executive
Officer and may not be called by any other person.
Special
meetings shall be held at such place within or without the State of Delaware
as
is specified in the call thereof.
Section
3. NOTICE
OF MEETING; WAIVER. Unless otherwise required by statute, the notice
of every meeting of the stockholders shall be in writing and signed by the
Chairman of the Board of Directors or the Chief Executive Officer (or the
President or a Vice President or the Secretary or an Assistant Secretary, in
each case acting at the direction of the Chairman of the Board of Directors
or
the Chief Executive Officer) and shall state the time when and the place where
it is to be held, and a copy thereof shall be served, either personally or
by
mail, upon each stockholder of record entitled to vote at such meeting, not
less
than ten nor more than sixty days before the meeting. If the meeting
to be held is other than the annual meeting of stockholders, the notice shall
also state the purpose or purposes for which the meeting is called and shall
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. If, at any meeting, action is proposed to be
taken which would, if taken, entitle stockholders to receive payment for their
shares pursuant to Section 262 of the General Corporation Law of the State
of
Delaware, the notice of such meeting shall include a statement of that purpose
and to that effect. If the notice is mailed, it shall be directed to
a stockholder at the stockholder’s address as it appears on the record of
stockholders unless the stockholder shall have filed with the Secretary of
the
corporation a written request that notices intended for the stockholder be
mailed to some other address, in which case it shall be mailed to the address
designated in such request.
Notice
of
a meeting need not be given to any stockholder who submits a signed waiver
of
notice, in person or by proxy, whether before or after the
meeting. The attendance of a stockholder at a meeting, in person or
by proxy, without protesting prior to the conclusion of the meeting the lack
of
notice of such meeting, shall constitute a waiver of notice by the
stockholder.
Section
4. QUORUM. At
any meeting of the stockholders the holders of a majority of the shares entitled
to vote and being present in person or represented by proxy shall constitute
a
quorum for all purposes, unless the representation of a different number shall
be required by law or by another provision of these by-laws, and in that case
the representation of the number so required shall constitute a
quorum.
If
the
holders of the amount of shares necessary to constitute a quorum shall fail
to
attend in person or by proxy, the holders of a majority of the shares present
in
person or represented by proxy at the meeting may adjourn from time to time
without further notice other than by an announcement made at the
meeting. At any such adjourned meeting at which a quorum is present,
any business may be transacted which might have been transacted at the meeting
as originally called.
Section
5. ORGANIZATION. The
Chairman of the Board of Directors or, in his absence, the Chief Executive
Officer or, in his absence, the President, any Executive Vice President, Senior
Vice President or Vice President in the order of their seniority or in such
other order as may be designated by the Board of Directors, shall call meetings
of the stockholders to order and shall act as chairman of such
meetings. The Board of Directors or the Executive Committee may
appoint any stockholder to act as chairman of any meeting in the absence of
any
of such officers and in the event of such absence and the failure of such board
or committee to appoint a chairman, the stockholders present at such meeting
may
nominate and appoint any stockholder to act as chairman.
The
Secretary of the corporation, or, in his absence, an Assistant Secretary, shall
act as secretary of all meetings of stockholders, but, in the absence of said
officers, the chairman of the meeting may appoint any person to act as secretary
of the meeting.
Section
6. VOTING. At
each meeting of the stockholders every stockholder of record having the right
to
vote shall be entitled to vote either in person or by proxy.
Section
7. ACTION
BY WRITTEN CONSENT. Any action required or permitted to be taken at
any annual or special meeting of stockholders may be taken without a meeting
on
written consent, setting forth the action so taken, signed by the holders of
all
outstanding shares entitled to vote thereon. Written consent thus
given by the holders of all outstanding shares entitled to vote shall have
the
same effect as a unanimous vote of the stockholders.
Section
8. INSPECTORS
OF ELECTION. The Board of Directors, in advance of any stockholders’
meeting, may appoint one or more Inspectors of Election to act at the meeting
or
any adjournment thereof. If Inspectors are not so appointed, the
person presiding at a stockholders’ meeting may, and on the request of any
stockholder entitled to vote thereat, shall appoint one or more
inspectors. In case any person appointed fails to appear or act, the
vacancy may be filled by appointment made by the Board in advance of the meeting
or at the meeting by the person presiding thereat. Inspectors shall
be sworn.
Section
9. CONDUCT
OF ELECTION. At each meeting of the stockholders, votes, proxies,
consents and ballots shall be received, and all questions touching the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes, shall be decided by the Inspectors of Election.
Section
10. NOMINATION
OF DIRECTORS. Only persons who are nominated in accordance with the
procedures set forth in these by-laws shall be eligible to serve as
directors. Nominations of persons for election to the Board of
Directors of the corporation may be made at a meeting of stockholders (a) by
or
at the direction of the Board of Directors or (b) by any stockholder of the
corporation who is a stockholder of record at the time of giving of notice
provided for in this Section 10, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Section 10. Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the corporation. To be timely,
a stockholder’s notice shall be delivered to or mailed and received at the
principal executive offices of the corporation not less than 60 days nor more
than 90 days prior to the first anniversary of the preceding year’s annual
meeting of stockholders; provided, however, that in the event that the
date of the annual meeting is advanced more than 30 days prior to such
anniversary date or delayed more than 60 days after such anniversary date then
to be timely such notice must be received by the corporation no later than
the
later of 70 days prior to the date of the meeting or the 10th day following
the
day on which public announcement of the date of the meeting was
made. Such stockholder’s notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934 (including such person’s written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b) as
to
the stockholder giving the notice (i) the name and address, as they appear
on
the corporation’s books, of such stockholder and (ii) the class and number of
shares of the corporation which are beneficially owned by such
stockholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall furnish
to
the Secretary of the corporation that information required to be set forth
in a
stockholder’s notice of nomination which pertains to the nominee. No
person shall be eligible to serve as a director of the corporation unless
nominated in accordance with the procedures set forth in this
by-law. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the by-laws,
and
if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Section 10, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934 and the rules
and
regulations thereunder with respect to the matters set forth in this Section
10.
Section
11. NOTICE
OF BUSINESS. At any meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (a) by or
at
the direction of the Board of Directors or (b) by any stockholder of the
corporation who is a stockholder of record at the time of giving of the notice
provided for in this Section 11, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section
11. For business to be properly brought before a stockholder meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the corporation. To be timely, a
stockholder’s notice shall be delivered to or mailed and received at the
principal executive offices of the corporation not less than 60 days nor more
than 90 days prior to the first anniversary of the preceding year’s annual
meeting of stockholders; provided, however, that in the event that the date
of
the annual meeting is advanced more than 30 days prior to such anniversary
date
or delayed more than 60 days after such anniversary date then to be timely
such
notice must be received by the corporation no later than the later of 70 days
prior to the date of the meeting or the 10th day following the day on which
public announcement of the date of the meeting was made. A
stockholder’s notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the meeting (a) a brief description of
the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (b) the name and address, as they appear on the
corporation’s books, of the stockholder proposing such business, (c) the class
and number of shares of the corporation which are beneficially owned by the
stockholder and (d) any material interest of the stockholder in such
business. Notwithstanding anything in the by-laws to the contrary, no
business shall be conducted at a stockholder meeting except in accordance with
the procedures set forth in this Section 11. The chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting and in accordance with
the
provisions of the by-laws, and if he should so determine, he shall so declare
to
the meeting and any such business not properly brought before the meeting shall
not be transacted. Notwithstanding the foregoing, provisions of this
Section 11, a stockholder shall also comply with all applicable requirements
of
the Securities Exchange Act of 1934 and the rules and regulations thereunder
with respect to the matters set forth in this Section 11.
Article
II
BOARD
OF
DIRECTORS
Section
1. NUMBER
OF DIRECTORS. The number of directors of the corporation shall be not
less than three nor more than eighteen, as determined by action of the Board
of
Directors.
Section
2. TERM
AND VACANCIES. Directors shall be elected at the annual meeting of
stockholders to hold office until the next annual meeting and until their
respective successors have been duly elected and have qualified.
Vacancies
in the Board of Directors, from any cause whatsoever, including vacancies
created by an increase in the number of directors, shall be filled by the vote
of a majority of the remaining directors, though less than a
quorum.
Directors
need not be stockholders.
Section
3. MAJORITY
VOTING. Except as otherwise provided in Section 4 of this Article II,
each director shall be elected by the vote of the majority of the votes cast
with respect to that director’s election at any meeting for the election of
directors at which a quorum is present. For purposes of this Section
3, a majority of votes cast means that the number of votes “for” a director’s
election must exceed 50% of the votes cast with respect to that director’s
election. Votes “against” a director’s election will count as a vote
cast, but “abstentions” and “broker non-votes” will not count as a vote cast
with respect to that director’s election.
Section
4. CONTESTED
ELECTIONS. If, as of the last date by which stockholders may submit
notice to nominate a person for election as a director pursuant to Article
I,
Section 10 of these by-laws, the number of nominees for any election of
directors, exceeds the number of directors to be elected (a “Contested
Election”), the
nominees
receiving a plurality of the votes cast by holders of shares entitled to vote
in
the election at a meeting at which a quorum is present shall be
elected.
Section
5. RESIGNATION
AND REPLACEMENT OF UNSUCCESSFUL INCUMBENT DIRECTOR.
(i) In
order for any incumbent director to become a nominee of the Board of Directors
for further service on the Board of Directors, such person must submit an
irrevocable resignation, which resignation shall become effective upon (i)
that
person not receiving a majority of the votes cast in an election that is not
a
Contested Election, and (ii) acceptance by the Board of Directors of that
resignation in accordance with the policies and procedures adopted by the Board
of Directors for such purpose.
(ii) The
Board of Directors, acting on the recommendation of the Nominating and Corporate
Governance Committee, shall no later than at its first regularly scheduled
meeting following certification of the shareholder vote, determine whether to
accept the resignation of the unsuccessful incumbent. Absent a determination
by
the Board of Directors that a compelling reason exists for concluding that
it is
in the best interests of the corporation for an unsuccessful incumbent to remain
as a director, no such person shall be elected by the Board of Directors to
serve as a director, and the Board of Directors shall accept that person’s
resignation.
(iii) The
Board of Directors shall promptly consider and act upon the Nominating and
Corporate Governance Committee’s recommendation. The Nominating and
Corporate Governance Committee, in making this recommendation and the Board
of
Directors, in acting on such recommendation, may consider any factors or other
information that they determine appropriate and relevant.
(iv) If
the Board of Directors determines to accept the resignation of an unsuccessful
incumbent, the Nominating and Corporate Governance Committee shall promptly
recommend a candidate to the Board of Directors to fill the office formerly
held
by the unsuccessful incumbent.
(v) The
Nominating and Corporate Governance Committee and the Board of Directors shall
take the actions required under this Section 5 without the participation of
any
unsuccessful incumbent except that:
(a) If
every member of the Nominating and Corporate Governance Committee is an
unsuccessful incumbent, then a majority of the Board of Directors shall appoint
a Board committee (the “Special Nominating Committee”) of independent directors
(as defined below) for the purpose of considering the tendered resignations
and
making a recommendation to the Board of Directors whether to accept or reject
them; and
(b) If
the number of independent directors who are not unsuccessful incumbents is
three
or fewer, all directors may participate in the decisions under this Section
5.
As
used
above, the term “independent director” shall mean a director who complies with
the “independent director” requirements under the rules of the New York Stock
Exchange, Inc., under law or under any rule or regulation of any other
regulatory body or self regulatory body applicable to the
corporation.
(vi) If
the Board of Directors accepts the resignation of a director who is an
unsuccessful incumbent pursuant to this by-law, or if a nominee for director
who
is not an incumbent director does not receive more than 50% of the votes cast
with respect to that director’s election, then the Board of Directors may fill
the resulting vacancy pursuant to Section 2, or may decrease the size of the
Board of Directors pursuant to the provisions of Section 1.
Section
6. RESIGNATION. Any
director may resign at any time upon notice given in writing or by electronic
transmission to the Chairman of the Board of Directors or to the Secretary
of
the corporation. A resignation is effective when the resignation is
delivered unless the resignation specifies (a) a later effective date or (b)
an
effective date determined upon the happening of an event or events (including
but not limited to a failure to receive more than 50% of the votes cast in
an
election and the Board of Director’s acceptance of the
resignation).
Section
7. GENERAL
POWERS OF DIRECTORS. The business of the corporation shall be managed
under the direction of its Board of Directors subject to the restrictions
imposed by law, by the corporation’s certificate of incorporation and amendments
thereto, or by these by-laws.
Section
8. MEETINGS
OF DIRECTORS. The directors may hold their meetings and may keep an
office and maintain the books of the corporation, except as otherwise provided
by statute, in such place or places in the State of Delaware or outside the
State of Delaware as the Board may, from time to time, determine.
Any
action
required or permitted to be taken by the Board of Directors may be taken without
a meeting if all of the directors consent in writing to the adoption of a
resolution authorizing the action, and in such event the resolution and the
written consent of all directors thereto shall be filed with the minutes of
the
proceedings of the Board of Directors.
Any
one or
more directors may participate in a meeting of the Board of Directors by means
of a conference telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the same time, and
participation by such means shall constitute presence in person at a
meeting.
Section
9. REGULAR
MEETINGS. Regular meetings of the Board of Directors shall be held at
the principal office of the corporation in the County of Providence, City of
Woonsocket, State of Rhode Island, or at such other place within or without
the
State of Delaware as shall be designated in the notice of the meeting as
follows: one meeting shall be held immediately following the annual meeting
of
stockholders and further meetings shall be held at such intervals or on such
dates as may from time to time be fixed by the Board of Directors, all of which
meetings shall be held upon not less than four days’ notice served upon each
director by mailing such notice to the director at the director’s address as the
same appears upon the records of the corporation, except the meeting which
shall
be held immediately following the annual meeting of stockholders which meeting
shall be held without notice.
Section
10. SPECIAL
MEETINGS. Special meetings of the Board of Directors shall be held
whenever called by the direction of the Chairman of the Board of Directors,
or
of the Chief Executive Officer of the corporation, or of one-third of the
directors at the time in office. The Secretary shall give notice of
each special meeting by mailing such notice not less than four days, or by
telegraphing or telecopying such notice not less than two days, before the
date
set for a special meeting, to each director.
Section
11. WAIVER. Notice
of a meeting need not be given to any director who submits a signed waiver
of
notice whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to
him.
Section
12. QUORUM. At
a meeting, a majority of the directors shall constitute a quorum for the
transaction of business, but if at any meeting of the Board of Directors there
be less than a quorum present, the majority of those present may adjourn the
meeting from time to time.
Section
13. ORDER
OF BUSINESS. At meetings of the Board of Directors business shall be
transacted in such order as the Board of Directors may fix and
determine.
At
all
meetings of the Board of Directors, the Chairman of the Board of Directors,
or
in his absence, the Chief Executive Officer, or in the absence of both, the
President, any Executive Vice President or any Vice President (provided such
person be a member of the Board of Directors) shall preside.
Section
14. ELECTION
OF CHAIRMAN, OFFICERS AND COMMITTEES. At the first regular meeting of
the Board of Directors in each year, at which a quorum shall be present, held
next after the annual meeting of the stockholders, the Board of Directors shall
proceed to the election of the Chairman of the Board of Directors (who may
be an
executive officer of the Corporation), of the executive officers of the
corporation, and of the Executive Committee, if the Board of Directors shall
provide for such committee under the provisions of Article III
hereof.
Except
as
otherwise provided herein, the Board of Directors from time to time may fill
any
vacancies among the Chairman, the executive officers, members of the Executive
Committee and members of other
committees,
and may appoint additional executive officers and additional members of such
Executive Committee or other committees.
Section
15. COMPENSATION. Directors
who are not officers or employees of the corporation or any of its subsidiaries
may receive such remuneration as the Board may fix, in addition to a fixed
sum
for attendance at each regular or special meeting of the Board or a Committee
of
the Board; provided, however, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity
or
receiving compensation therefor. In addition, each director shall be
entitled to reimbursement for expenses incurred in attending any meeting of
the
Board or Committee thereof.
Article
III
COMMITTEES
Section
1. EXECUTIVE
COMMITTEE. The Board of Directors by resolution adopted by a majority of the
entire Board may designate from the Directors an Executive Committee consisting
of three or more, to serve at the pleasure of the Board. At all times
when the Board of Directors is not in session, the Executive Committee so
designated shall have and exercise the powers of the Board of Directors, except
that such committee shall have no authority as to the matters set out in Section
3 of this Article III.
Meetings
of the Executive Committee shall be called by any member of the same, on three
days’ mailed notice, or one day’s telegraphed or telecopied notice to each of
the other members, stating therein the purpose for which such meeting is to
be
held. Notice of meeting may be waived, in writing, by any member of
the Executive Committee.
All
action
by the Executive Committee shall be recorded in its minutes and reported from
time to time to the Board of Directors.
The
Executive Committee shall fix its own rules of procedure and shall meet where
and as provided by such rules or by resolution of the Board of
Directors.
Any
action
required or permitted to be taken by the Executive Committee may be taken
without a meeting if all of the members of the Executive Committee consent
in
writing to the adoption of a resolution authorizing the action, and in such
event the resolution and the written consent of all members of the Executive
Committee thereto shall be filed with the minutes of the proceedings of the
Executive Committee.
Any
one or
more members of the Executive Committee may participate in a meeting of the
Executive Committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time, and participation by such means shall constitute presence
in
person at a meeting.
Section
2. OTHER
COMMITTEES. The Board of Directors may appoint such other committees, of three
or more, as the Board shall, from time to time, deem advisable, which committees
shall have and may exercise such powers as shall be prescribed, from time to
time, by resolution of the Board of Directors, except that such committees
shall
have no authority as to the matters set out in Section 3 of this Article
III.
Actions
and recommendations by each committee which shall be appointed pursuant to
this
section shall be recorded and reported from time to time to the Board of
Directors.
Each
such
committee shall fix its own rules of procedure and shall meet where and as
provided by such rules or by resolution of the Board of Directors.
Any
action
required or permitted to be taken by any such committee may be taken without
a
meeting if all of the members of such committee consent in writing to the
adoption of a resolution authorizing the action, and in such event the
resolution and the written consent of all members of such committee thereto
shall be filed with the minutes of the proceedings of such
committee.
Any
one or
more members of any such committee may participate in a meeting of such
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the
same
time, and participation by such means shall constitute presence in person at
a
meeting.
Section
3. LIMITATIONS. No
committee shall have authority as to the following matters:
(1) The
approval, adoption, recommendation or submission to stockholders of any action
that needs stockholders’ authorization.
(2) The
filling of vacancies in the Board of Directors or in any committee.
(3) The
fixing of compensation of the directors for serving on the Board of Directors
or
on any committee.
(4) The
amendment or repeal of the by-laws, or the adoption of new by-laws.
(5) The
amendment or repeal of any resolution of the Board of Directors which by its
terms shall not be so amendable or repealable.
Section
4. ALTERNATES. The
Board of Directors may designate one or more directors as alternate members
of
any such committees, who may replace any absent member or members at any meeting
of such committees.
Section
5. COMPENSATION. Members
of special or standing committees may receive such salary for their services
as
the Board of Directors may determine; provided, however, that nothing herein
contained shall be construed to preclude any member of any such committee from
serving the corporation in any other capacity or receiving compensation
therefor.
Article
IV
OFFICERS
AND CHAIRMAN
Section
1. TITLES
AND TERMS OF OFFICE. The executive officers of the corporation shall
be a Chief Executive Officer and a President, each of whom shall be a member
of
the Board of Directors, such number of Executive Vice Presidents, Senior Vice
Presidents and Vice Presidents as the Board of Directors shall determine, and
a
Controller, a Treasurer and a Secretary, all of whom shall be chosen by the
Board of Directors.
The
Board
of Directors may also appoint one or more Assistant Secretaries and one or
more
Assistant Treasurers, and such other junior officers as it shall deem necessary,
who shall have such authority and shall perform such duties as from time to
time
may be prescribed by the Board of Directors.
Any
two or
more offices except President and Vice President may be held by the same
person.
The
officers of the corporation shall each hold office for one year and until their
successors are chosen and qualified, and, except as set forth herein, shall
be
subject to removal at any time by the affirmative vote of the majority of the
entire Board of Directors.
Section
2. CHAIRMAN
OF THE BOARD. The Board of Directors shall designate a Chairman of
the Board (or one or more Co-Chairmen of the Board), who may be an executive
officer of the Corporation. The Chairman of the Board shall preside
over the meetings of the Board of Directors and of the stockholders at which
he
will be present. If there be more than one, the Co-Chairmen
designated by the Board of Directors will perform such duties. The
Chairman or Chairmen of the Board shall perform such other duties as may be
assigned to him or them by the Board of Directors.
Section
3. CHIEF
EXECUTIVE OFFICER. The Chief Executive Officer of the corporation
shall have general management and control over the policy, business and affairs
of the corporation and shall have such other authority and perform such other
duties as usually appertain to a chief executive officer of a business
corporation.
He
shall
exercise the powers of the Chairman of the Board of Directors during the
Chairman’s absence or inability to act. As of the Effective Time, Mr.
Thomas M. Ryan shall be the Chief Executive Officer of the corporation until
his
resignation, death or removal as set forth herein. Any removal of the
Chief Executive Officer or other modification to the preceding sentence prior
to
January 1, 2010 shall require the approval of three-quarters of the members
of
the Board of Directors.
Section
4. PRESIDENT. The
President, if any, shall have such authority and shall perform such duties
as
the Board of Directors, the Executive Committee, or the Chief Executive Officer
may from time to time determine.
Section
5. EXECUTIVE
VICE PRESIDENTS, SENIOR VICE PRESIDENTS AND VICE PRESIDENTS. The
Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, if any,
shall be designated and shall have such powers and perform such duties as may
be
assigned to them by the Board of Directors, the Executive Committee, the Chief
Executive Officer or the President. They shall, in order of their
seniority or in such other order as may be designated by the Board of Directors,
the Executive Committee, the Chief Executive Officer or the President, exercise
the powers of the Chief Executive Officer during the absence or inability to
act
of the Chief Executive Officer and the President.
Section
6. CHIEF
FINANCIAL OFFICER. A Chief Financial Officer or other officer
designated by the Board of Directors shall be the principal financial officer
of
the corporation. He shall render to the Board of Directors, whenever
the Board may require, an account of the financial condition of the corporation,
and shall do and perform such other duties as from time to time may be assigned
to him by the Board of Directors, the Executive Committee, the Chief Executive
Officer or the President.
Section
7. CONTROLLER. A
Controller or other officer designated by the Board of Directors shall be the
principal accounting officer of the corporation and, subject to the direction
of
the Chief Financial Officer, he shall have supervision over all the accounts
and
account books of the corporation. He shall have such other powers and
perform such other duties as from time to time may be assigned to him by the
Chief Financial Officer, and shall exercise the powers of the Chief Financial
Officer during his absence or inability to act.
Section
8. TREASURER. The
Treasurer shall have custody of the funds and securities of the corporation
that
come into his hands. When necessary or proper, he may endorse on
behalf of the corporation for collection, checks, notes, and other instruments
and obligations and shall deposit the same to the credit of the corporation
in
such bank or banks or depositories as the Board of Directors or the Executive
Committee shall designate; whenever required by the Board of Directors or the
Executive Committee, he shall render a statement of his cash account; he shall
keep, or cause to be kept, books of account, in which shall be entered and
kept
full and accurate accounts of all monies received and paid out on account of
the
corporation; he shall perform all acts incident to the position of Treasurer,
subject to the control of the Board of Directors, the Executive Committee,
the
Chief Executive Officer, the President and the Chief Financial Officer; he
shall
give bond for the faithful discharge of his duties, if, as, and when the Board
of Directors or the Executive Committee may require. He shall perform
such other duties as from time to time may be assigned to him by the Board
of
Directors, the Executive Committee, the Chief Executive Officer, the President
or the Chief Financial Officer.
Section
9. ASSISTANT
TREASURER. Each Assistant Treasurer shall have such powers and
perform such duties as may be delegated to him, and the Assistant Treasurers
shall, in the order of their seniority, or in such other order as may be
designated by the Board of Directors, the Executive Committee, the Chief
Executive Officer, the President or the Chief Financial Officer, exercise the
powers of the Treasurer during his absence or inability to act.
Section
10. SECRETARY. The
Secretary shall keep the minutes of all meetings of the Board of Directors
and
the minutes of all meetings of the stockholders and of the Executive Committee,
in books provided for that purpose; he shall attend to the giving and serving
of
all notices of the corporation; and he shall have charge of the certificate
books, transfer books and records of stockholders and such other books and
records as the Board of Directors or Executive Committee may direct, all of
which shall at all reasonable times be open to the inspection of any director
upon application during the usual business hours.
He
shall
keep at the office of the corporation, or at the office of the transfer agent
or
registrar of the corporation’s capital stock, a record containing the names,
alphabetically arranged, of all persons who are
stockholders
of the corporation, showing their places of residence, the number of shares
held
by them, respectively, the time when they respectively became the owners
thereof, and the amount paid thereon, and such record shall be open for
inspection as prescribed by Section 220 of the General Corporate Law of the
State of Delaware. He shall in general perform all of the duties
incident to the office of Secretary, subject to the control of the Board of
Directors, the Executive Committee, the Chairman of the Board of Directors,
the
Chief Executive Officer and the President.
Section
11. ASSISTANT
SECRETARIES. Each Assistant Secretary shall have such powers and
perform such duties as may be delegated to him, and the Assistant Secretaries
shall, in the order of their seniority, or in such other order as may be
designated by the Board of Directors, the Executive Committee, the Chairman
of
the Board of Directors, the Chief Executive Officer or the President, exercise
the powers of the Secretary during his absence or inability to act.
Section
12. VOTING
UPON STOCKS. Unless otherwise ordered by the Board of Directors or by
the Executive Committee, the Chief Executive Officer of the corporation, or
one
designated in a proxy executed by him, and in the absence of either, the
President, or a person designated in a proxy executed by him, and in the absence
of all such, the Executive Vice Presidents, Senior Vice Presidents or the Vice
Presidents of the corporation, in the order of their seniority, shall have
full
power and authority on behalf of the corporation to attend, and to act, and
to
vote at meetings of stockholders of any corporation in which this corporation
may hold stock, and each such officer of the corporation shall have power to
sign a proxy deputizing others to vote the same; and all such who shall be
so
authorized to vote shall possess and may exercise any and all rights and powers
incident to the ownership of such stock and which, as the owner thereof, the
corporation might have possessed and exercised, if present.
The
Board
of Directors or the Executive Committee may, by resolution from time to time,
confer like powers on any other person or persons, which shall supersede the
powers of those designated in the foregoing paragraph.
Section
13. EXECUTION
OF CHECKS, ETC. All checks, notes, drafts or other instruments for
the payment of money shall be signed on behalf of this corporation by such
person or persons and in such manner as the Board of Directors or Executive
Committee may prescribe by resolution from time to time.
Article
V
CERTAIN
OTHER GOVERNANCE MATTERS
Section
1. HEADQUARTERS. Any
decision to change the location, prior to the third anniversary of the Effective
Time (as defined in the Agreement and Plan of Merger, dated as of November
1,
2006, among CVS Corporation, Caremark Rx, Inc. and Twain MergerSub L.L.C. (f/k/a
Twain MergerSub Corp.), as amended by Amendment No. 1, dated as of January
16,
2007), of the headquarters of the pharmacy benefits management business of
the
corporation from Nashville, Tennessee shall require the approval of
three-quarters of the members of the Board of Directors.
Section
2. NAME OF THE
CORPORATION. Any change to the name of the corporation shall require
the approval of three quarters of the members of the Board of
Directors.
Section
3. AMENDMENTS. Any amendment by the Board of Directors of
this Article V, or any other provision contained in these by-laws requiring
approval for an action by at least three quarters of the members of the Board
of
Directors, shall require the approval of three quarters of the members of the
Board of Directors.
Article
VI
STOCK;
RECORD DATE
Section
1. CERTIFICATES
FOR STOCK; UNCERTIFICATED SHARES. The certificates for shares of the
stock of the corporation shall be in such form as shall be proper or approved
by
the Board of Directors; provided that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series
of
stock of the corporation shall be uncertificated
shares. Notwithstanding the foregoing or the adoption of such a
resolution or resolutions by the Board of Directors, each holder of
uncertificated shares shall be entitled, upon
request,
to a certificate representing such shares, to be in such form as the Board
shall
have approved. Any such resolution shall not apply to any share
represented by a certificate theretofore issued until such certificate is
surrendered to the corporation. Each certificate shall state (i) that
the corporation is formed under the laws of the State of Delaware, (ii) the
name
of the person or persons to whom issued, (iii) the number and class of shares
and the designation of the series, if any, which such certificate represents
and
(iv) the par value, if any, of each share represented by such
certificate. Each certificate shall be signed by the Chairman of the
Board of Directors, Chief Executive Officer, the President, an Executive Vice
President or a Vice President, and also by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and sealed with the
corporation’s seal; provided, however, that if such certificates are signed by a
transfer agent or transfer clerk and by a registrar the signature of the
Chairman of the Board of Directors, the Chief Executive Officer, the President,
the Executive Vice President, Vice President, Treasurer, Assistant Treasurer,
Secretary and Assistant Secretary and the seal of the corporation upon such
certificates may be facsimiles, engraved or printed. Except as
otherwise provided by law, the rights and obligations of the holders of
uncertificated shares and the rights and obligations of the holders of shares
represented by certificates of the same class and series shall be
identical.
Section
2. TRANSFER
OF SHARES. Shares of the stock of the corporation may be transferred
on the record of stockholders of the corporation by the holder thereof in person
or by his duly authorized attorney upon surrender of a certificate therefor
properly endorsed or upon receipt of proper transfer instructions from the
holder of uncertificated shares.
Section
3. AUTHORITY
FOR ADDITIONAL RULES REGARDING TRANSFER. The Board of Directors and
the Executive Committee shall have power and authority to make all such rules
and regulations as respectively they may deem expedient concerning the issue,
transfer and registration of certificated or uncertificated shares of the stock
of the corporation, as well as for the issuance of new certificates in lieu
of
those which may be lost or destroyed, and may require of any stockholder
requesting replacement of lost or destroyed certificates, bond in such amount
and in such form as they may deem expedient to indemnify the corporation, and/or
the transfer agents, and/or the registrars of its stock against any claims
arising in connection therewith.
Section
4. TRANSFER
AGENTS AND REGISTRARS. The Board of Directors or Executive Committee
may appoint one or more transfer agents and one or more registrars of transfer
and may require all stock certificates to be countersigned by such transfer
agent and registered by such registrar of transfers. One person or
organization may serve as both transfer agent and registrar.
Section
5. RECORD
DATE. For the purpose of determining the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to or dissent from any proposal without a meeting, or
for
the purpose of determining stockholders entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action,
the Board of Directors shall fix in advance a date as the record date for any
such determination of stockholders. Such date shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action.
Section
6. LIST
OF STOCKHOLDERS AS OF RECORD DATE. The Secretary of the corporation
or the transfer agent of its stock shall make and certify a list of the
stockholders as of the record date and number of shares of each class of stock
of record in the name of each stockholder and such list shall be present at
every meeting of stockholders. If the right to vote at any meeting is
challenged, the inspectors of elections, or person presiding thereat, shall
require such list of stockholders to be produced as evidence of the right of
the
persons challenged to vote at such meeting, and all persons who appear from
such
list to be stockholders entitled to vote thereat, may vote at such
meeting.
Section
7. DIVIDENDS. Dividends
may be declared and paid out of the surplus of the corporation as often and
at
such times and to such extent as the Board of Directors may determine,
consistent with the provisions of the certificate of incorporation of the
corporation.
Article
VII
CORPORATE
SEAL
The
Board
of Directors shall provide a suitable seal containing the name of the
corporation and of the state under the laws of which the corporation was
incorporated; and the Secretary shall have the custody thereof.
Article
VIII
AMENDMENTS
Subject
to
Article V, Section 3, these by-laws or any of them, may be altered, amended
or
repealed, or new by-laws may be made by the stockholders entitled to vote
thereon at any annual or special meeting thereof or by the Board of
Directors.
Exhibit
99.1
THOMAS
M. RYAN NAMED CHAIRMAN OF THE BOARD
OF
CVS CAREMARK
Mac
Crawford Announces His Retirement
From
the Board of Directors
WOONSOCKET,
R.I., Nov. 7, 2007 (BUSINESS WIRE)--CVS Caremark Corporation (NYSE: CVS), today
announced that Thomas M. Ryan, President and Chief Executive Officer, has been
named Chairman of the Board effective immediately. Mr. Ryan will also continue
to serve as President and Chief Executive Officer. Mac Crawford has
announced his retirement from the company’s Board of Directors and position as
Chairman of the Board.
Mr.
Ryan
commented, "Mac has been a dedicated and passionate advocate for Caremark over
the past nine years. His broad health care experience, savvy management and
business acumen have helped make Caremark the leading pharmacy benefit manager
in the nation. His vision is what brought Caremark to where it is today, and
now
our combined mission to improve health care is what will take us to the next
level.”
"It
is
with great pride that I announce my retirement from CVS Caremark,” said Mac
Crawford. “I am confident that we have the right management focused on the right
opportunities, and I could not be more pleased with the progress we have made
since we closed the transaction. Tom Ryan is an exceptional leader who
understands health care, and the tremendous opportunities to help drive positive
outcomes for consumers, clients, and shareholders. Our vision of using the
breadth of our capabilities to reduce complexity and improve health care
outcomes for consumers while lowering costs for payors is being actively
advanced since the merger. There is no question that the company is
in extremely capable hands with Tom and this newly combined CVS Caremark
team."
Mr.
Ryan,
55, has served as President and Chief Executive Officer of CVS Caremark since
March of 2007. He previously served as Chairman, President and Chief Executive
Officer of CVS Corporation.
Mr.
Crawford, 58, has been Chairman of the CVS Caremark Board of Directors since
the
closing of the CVS Caremark merger. He previously served as Chairman and Chief
Executive Officer of Caremark Rx., Inc.
In
addition, the company also announced that its Board of Directors appointed
Terrence Murray as lead Director. He is the former Chairman of FleetBoston
Financial Corporation and served as Chief Executive Officer of FleetBoston
from
May 1982 to December 2001. Mr. Murray has served on the CVS Caremark
Board of Directors since the closing of the CVS Caremark merger. He had
previously served on the CVS Corporation Board of Directors since
1996.
CVS
Caremark is the largest provider of prescriptions in the nation. The Company
fills or manages more than 1 billion prescriptions annually. Through its
unmatched breadth of service offerings, CVS Caremark is transforming the
delivery of health care services in the U.S. The Company is uniquely positioned
to effectively manage costs and improve health care outcomes through its more
than 6,200 CVS/pharmacy stores; its pharmacy benefit management, mail order
and
specialty pharmacy division, Caremark Pharmacy Services; its retail-based health
clinic subsidiary, MinuteClinic; and its online pharmacy, CVS.com. General
information about CVS Caremark is available through the Investor Relations
portion of the Company's website, at http://investor.CVS.com, as well as through
the press room portion of the Company's website, at
www.cvs.com/pressroom.