cah-20220907

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 7, 2022

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)

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common shares (without par value)	CAH	New 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

On September 8, 2022, Cardinal Health, Inc. (the “Company”) announced that Victor L. Crawford will cease to serve as Chief Executive Officer, Pharmaceutical Segment effective September 19, 2022. Mr. Crawford will remain with the Company through November 13, 2022 to help with the transition of the role to his replacement. The Board of Directors of the Company has determined that Mr. Crawford’s departure from the Company will entitle him to severance benefits as an involuntary termination without cause under the Cardinal Health, Inc. Senior Executive Severance Plan (as amended, the "Severance Plan") following his departure date. Receipt of these severance benefits is subject to the terms of the Severance Plan, including the required execution of a general release and compliance with certain restrictive covenants. The Severance Plan is filed as Exhibits 10.7.1 and 10.7.2 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on August 11, 2022.

Item 7.01. Regulation FD

The Company issued a news release on September 8, 2022 announcing Pharmaceutical segment organizational changes, which is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.


99.1									News release issued by the Company on September 8, 2022 announcing Pharmaceutical segment organizational changes
104									Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 8, 2022

By:

/s/ Jessica L. Mayer

Name: Jessica L. Mayer

Title: Chief Legal and Compliance Officer