Item 8.01. Other Events.
On May 21, 2009, David B. Snow, Jr., chairman and chief executive officer of
Medco Health Solutions, Inc. (the "Company"), adopted a pre-arranged trading
plan in accordance with guidelines specified by Rule 10b5-1 under the Securities
and Exchange Act of 1934, the Company's policies with respect to insider sales
and the Company's policy on stock ownership by executives. Rule 10b5-1 permits
officers and directors of public companies to adopt plans for selling specified
amounts of stock. The plans may be entered into only when the officer or
director is not in possession of material, nonpublic information and may be used
to diversify investment portfolios over a period of time.
Under Mr. Snow's Rule 10b5-1 plan, he will exercise employee stock options and
sell 476,200 shares at a specific price as part of his personal financial and
tax planning. This represents approximately 14 percent of Mr. Snow's current
equity interests in the Company. Following this transaction, Mr. Snow's
ownership of Company securities exceeds his obligations under the Company's
policy on stock ownership by executives. Details regarding this policy are
contained in the Company's 2009 Proxy Statement filed with the Securities and
Exchange Commission on April 7, 2009.
Transactions under the plan may occur between the third quarter of 2009 and the
end of 2010 and will be reported to the Securities and Exchange Commission in
accordance with applicable securities laws, rules and regulations.
The Company does not intend to report on Form 8-K any Rule 10b5-1 plans that may
be adopted by any other officers or directors. In addition, the Company
undertakes no obligation to report on Form 8-K any modifications or termination
of any publicly announced trading plan, except to the extent as may be required
by law.