WOONSOCKET – CVS/Caremark Corp. (NYSE: CVS) “strenuously disagrees” with a pension-fund group that urges shareholders to withhold support for two directors who have been recommended for election at the upcoming shareholders’ meeting.
“We are looking forward to working with Roger Headrick and Lance Piccolo as members of the CVS/Caremark Board,” President and CEO Thomas M. Ryan said in a statement last night. “Both of these individuals have substantial industry experience and expertise. They have overseen prior large and successful Caremark acquisitions, which should prove invaluable to CVS/Caremark as we move forward in integrating our retail, pharmacy benefit management and specialty pharmacy businesses.”
Beyond Cash Donations: How New Forms of Giving Are Transforming Not-for-Profit Accounting
Evolving Funding Landscape for Not-for-Profits Not-for-profit organizations are being asked to do more with less,…
Learn More
Any allegation that Caremark directors received any special protection against backdating of stock options as a result of the recent merger with CVS “is simply not true,” the company said. It noted that a review of Caremark’s stock-option practices, including options granted to directors, found no improprieties.
Headrick and Piccolo “were members of the Caremark board during a period of outstanding performance … which resulted in tremendous shareholder value creation,” CVS/Caremark added.
Their nomination as directors of the new CVS/Caremark is opposed by the Washington, D.C.-based “Change to Win Investment Group,” which works with pension funds sponsored by affiliates of the Change to Win federation of labor unions. Those union pension funds hold about 12 million shares of CVS/Caremark common stock, CtW said.
The Caremark board “failed to seek competitive offers prior to inking the deal” with CVS, CtW Investment Group said in a news release. That and other circumstances, it said, “call into question the fitness of all seven former Caremark directors nominated to the CVS/Caremark board, and thus the effective independence of the board itself.”
CVS/Caremark Corp. (NYSE: CVS) operates 6,200 CVS/pharmacy stores; the CVS.com online pharmacy, the pharmacy benefit management, mail order and specialty pharmacy division, Caremark Pharmacy Services; and a retail-based health care subsidiary, MinuteClinic. Additional information is available at investor.cvs.com.
Information about the Change to Win Investment Group is available at www.ctwinvestmentgroup.com.
