RESOLVED that shareholders of CVS Health Corporation ("CVS"), urge the Management Planning and Development Committee (the "Committee") of the board to change any annual cash incentive program ("Bonus Program" ) to provide that an award (a "Bonus" ) to a senior executive that is based on one or more financial measurements (a "Financial Metric") whose performance measurement period ("PMP") is one year or shorter shall not be paid in full for a period (the "Deferral Period" ) following the award, including developing a methodology for determining the length of the Deferral Period and adjusting the remainder of the Bonus over the Deferral Period.

The methodology described above should allow accurate assessment of risks taken during the PMP that could have affected performance on the Financial Metric(s) and allow CVS to recoup Bonus compensation pursuant to its claw back policy.

The changes should be implemented in a way that does not  violate  any  existing  contractual obligation or the terms of any  compensation  or  benefit  plan  currently  in effect.

Supporting Statement: As long-term shareholders, we support compensation policies that align senior executives' incentives with the company's long-term success. We are concerned that short-term incentive plans can encourage senior executives to take on excessive risk.

In our view, the opioid crisis reflects overly risky behavior by companies in the supply chain, including retailers such as CVS. That behavior has led to costly litigation, as well as civil and criminal enforcement actions, with potential financial and reputational consequences. CVS is a defendant in the multi-district opioid litigation in Ohio.

To foster a longer-term orientation and sounder risk management, this proposal asks that the Committee develop a methodology for withholding some portion of Bonuses to allow adjustment of the unpaid portion during the Deferral Period. The Committee would have discretion to set the terms and mechanics of this process.

Bonus deferral is widely used in the banking industry, where overly risky behavior was widely viewed as contributing to the financial crisis.  In  2009,  the  Financial  Stability Board, which coordinates national financial authorities  in  developing  strong  financial sector policies, adopted Principles  for  Sound  Compensation  Practices  and implementation standards for those principles, including bonus deferral. Deferral is "particularly important"  because  it  allows  "late-arriving  information  about  risk-taking and outcomes" to alter payouts and reduces the need  to claw  back  compensation already paid out, which may "fac[e] legal barriers," in the event  of  misconduct.  Banking supervisors in 16 jurisdictions, including the US, have requirements or expectations regarding bonus deferral. (https://www.fsb.org/wp-content/uploads/P170619-1.pdf)

We urge shareholders to vote FOR this proposal.