UNITED STATES

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): January 31, 2012

(Exact name of registrant as specified in its charter)

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 201-269-3400

(Former name or former address, if changed since last report)

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):

(e) On January 31, 2012, the board of directors of Medco Health Solutions, Inc. (the “Registrant”) established performance goals under its Executive Annual Incentive Plan (the “Executive Incentive Plan”) for performance year 2012. Such performance goals call for the achievement of certain pre-established levels of earnings before interest, taxes, depreciation and amortization (EBITDA), net new sales, generic mail-order prescription volume and return on invested capital. The board established target bonuses so that a participant under the Executive Incentive Plan would be entitled to receive from 45 percent to 130 percent of salary as a target bonus, depending on management level, with a payout ranging from 0 percent to 250 percent of target bonus depending upon the level of attainment of the performance goals. The board has the discretion to reduce, but not increase, the amount of a participant’s bonus under the Executive Incentive Plan. Target bonuses expressed as a percentage of salary for the named executive officers are as follows:

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.