0000721371false00007213712021-04-022021-04-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 5, 2021
 
Cardinal Health, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Ohio 1-11373 31-0958666
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
(614) 757-5000
(Registrant’s telephone number, including area code)
 
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):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common shares (without par value)CAHNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)
On November 5, 2021, Cardinal Health, Inc. (the "Company") held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) at which, among other things, the Company’s shareholders approved the Cardinal Health, Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP”). Under the 2021 LTIP, 25,000,000 of the Company's common shares (subject to adjustment in certain circumstances) will be available for grants of stock options, stock appreciation rights, stock awards, and other stock-based awards (as well as cash awards) to employees of the Company and its affiliates, including executive officers and non-employee directors of the Company. Under the terms of the 2021 LTIP, the aggregate number of common shares available under the plan was reduced from 25,000,000 by an aggregate of 28,700 shares, representing awards granted under the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan between September 7, 2021 and the approval of the 2021 LTIP by the Company’s shareholders. The Company's board of directors (the “Board”) approved the 2021 LTIP on September 7, 2021, subject to shareholder approval at the Annual Meeting.
The material features of the 2021 LTIP are described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 23, 2021 (the “Proxy Statement”) in the section entitled “PROPOSAL 4 — APPROVAL OF CARDINAL HEALTH, INC. 2021 LONG-TERM INCENTIVE PLAN,” which description is incorporated in this report by reference. The description of the 2021 LTIP is qualified in its entirety by reference to the copy of the 2021 LTIP filed with this report as Exhibit 10.1.
In connection with the approval of the 2021 LTIP, the Board's Human Resources and Compensation Committee (the "Compensation Committee") approved certain forms of restricted share unit, performance share unit, nonqualified stock option, and director restricted share unit agreements, copies of each of which are filed with this report as Exhibits 10.2, 10.3, 10.4, and 10.5, respectively.
Also on November 5, 2021, the Compensation Committee adopted the Cardinal Health, Inc. Management Incentive Plan (the “MIP”), which is a cash incentive plan in which employees of the Company and its subsidiaries may participate (including executive officers of the Company). The MIP is to be administered by the Compensation Committee (or its delegate), which has the authority to determine participants and award amounts, set performance goals, and determine the level of achievement of performance goals. The MIP also permits the Compensation Committee to require deferral of payment of awards and provides that MIP awards will be subject to the Company’s recoupment (or “clawback”) policy. The description of the MIP is qualified in its entirety by reference to the copy of the MIP filed with this report as Exhibit 10.6.
Item 5.07.    Submission of Matters to a Vote of Security Holders.

As noted above, the Company held the Annual Meeting on November 5, 2021. See the Proxy Statement for more information on the six proposals included in the Proxy Statement for the Annual Meeting.

Proposal 1. The shareholders elected the 11 nominees listed below to the Board, each to serve until the 2022 Annual Meeting of Shareholders and until their successor is duly elected and qualified or until their earlier resignation, removal from office or death, and voted as follows:
NomineeForAgainstAbstainedBroker Non-Votes
Carrie S. Cox174,898,34951,187,577359,34024,002,515
Bruce L. Downey205,253,37120,799,232392,66324,002,515
Sheri H. Edison209,810,69916,109,507525,06024,002,515
David C. Evans209,664,70316,347,884432,67924,002,515
Patricia A. Hemingway Hall208,504,45617,544,643396,16724,002,515
Akhil Johri208,894,01317,077,102474,15124,002,515
Michael C. Kaufmann209,159,14316,802,266483,85724,002,515
Gregory B. Kenny204,697,06321,347,691400,51224,002,515
Nancy Killefer207,111,09018,770,415563,76124,002,515
Dean A. Scarborough208,517,83417,454,922472,51024,002,515
John H. Weiland209,874,27816,102,580468,40824,002,515


2

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2022, and voted as follows:
ForAgainstAbstainedBroker Non-Votes
244,906,4675,303,301238,013—

Proposal 3. The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, and voted as follows:
ForAgainstAbstainedBroker Non-Votes
194,218,18731,712,173514,90624,002,515

Proposal 4. The shareholders approved the Cardinal Health, Inc. 2021 Long-Term Incentive Plan, and voted as follows:
ForAgainstAbstainedBroker Non-Votes
199,908,99526,136,710399,56124,002,515

Proposal 5. The shareholders approved an amendment to Section 1.2(b) of the Company’s Restated Code of Regulations to lower the share ownership threshold for shareholders to request that the Company call a special meeting of shareholders to 10% from 15%, and voted as follows:
ForAgainstAbstainedBroker Non-Votes
222,915,0393,179,272350,95524,002,515

Proposal 6. The shareholders did not approve the shareholder proposal to adopt a policy that the Chairman of the Board be an independent director, and voted as follows:
ForAgainstAbstainedBroker Non-Votes
52,351,782173,213,036880,44824,002,515

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
10.1
10.2
10.3
10.4
10.5
10.6
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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.
  Cardinal Health, Inc.
(Registrant)
Date: November 9, 2021  By: /s/ Jessica L. Mayer
   Name: Jessica L. Mayer
   
Title: Chief Legal and Compliance Officer

4