Date of Report (Date of earliest event reported): November 6, 2024
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, Ohio43017
(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))
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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
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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 5.07. Submission of Matters to a Vote of Security Holders.
Cardinal Health, Inc. (the "Company") held its 2024 Annual Meeting of Shareholders (the "Annual Meeting") on November 6, 2024. See the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 16, 2024 and the supplements thereto (the “Proxy Statement”) for more information on the four proposals included in the Proxy Statement for the Annual Meeting.
Proposal 1. The shareholders elected the 10 nominees listed below to the Company's Board of Directors, each to serve until the 2025 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:
Nominee
For
Against
Abstained
Broker Non-Votes
Robert W. Azelby
192,459,502
395,126
365,055
21,165,756
Michelle M. Brennan
191,815,658
1,086,928
317,097
21,165,756
Sheri H. Edison
192,414,107
463,636
341,940
21,165,756
David C. Evans
192,250,048
619,049
350,586
21,165,756
Patricia A. Hemingway Hall
184,775,047
8,127,441
317,195
21,165,756
Jason M. Hollar
191,703,012
1,180,623
336,048
21,165,756
Akhil Johri
192,294,225
578,314
347,144
21,165,756
Gregory B. Kenny
177,414,287
15,477,787
327,609
21,165,756
Nancy Killefer
185,176,038
7,720,227
323,418
21,165,756
Christine A. Mundkur
191,352,587
1,542,731
324,365
21,165,756
Proposal 2. The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers ("say-on-pay" vote), and voted as follows:
For
Against
Abstained
Broker Non-Votes
172,738,569
19,964,307
516,807
21,165,756
Proposal 3. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2025, and voted as follows:
For
Against
Abstained
Broker Non-Votes
202,732,608
11,394,141
258,690
0
Proposal 4. The shareholders did not approve the shareholder proposal to prohibit the re-nomination of any director who fails to receive a majority vote, and voted as follows:
For
Against
Abstained
Broker Non-Votes
36,980,168
155,556,799
682,716
21,165,756
2
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.
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