About 44% of CVS/Caremark Corp. shareholders today withheld their votes from director Roger Headrick, and 33% withheld their votes from director Lance Piccolo, according to a statement by William Patterson, executive director of CtW Investment Group, a corporate governance consultant to union and public pension funds. CVS/Caremark officials declined to comment, said spokeswomen in its investor relations and media relations offices. The company requires directors to be elected by a majority vote.
CtW led a campaign to oppose the election of Messrs. Headrick and Piccolo, both of whom had been directors of the predecessor Caremark RX Inc. board. CtW cited concern about the practice of granting of stock options.
The $241.7 billion California Public Employees’ Retirement System, Sacramento, withheld voting of its 6,696,847 shares for Mr. Headrick “for failures as lead independent director at Caremark,” and for Mr. Piccolo “due to a lack of independence.” Mr. Piccolo, who had been vice chairman of Caremark, had a consulting agreement with Caremark and was considered non-independent, according to the CVS/Caremark proxy statement.
A proposal calling for disclosure of the work done by compensation consultants for the board and management received 44.2% of the vote, said Christopher Smith, corporate governance research analyst at Amalgamated Bank, whose LongView Collective Investment Fund sponsored the proposal.
Results of other proposals were unavailable.
