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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 9, 2022
Cardinal Health, Inc.
(Exact Name of Registrant as Specified in Charter)
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| 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | 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)) |
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| 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 |
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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).
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| 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. ¨
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Cardinal Health, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders (the "Annual Meeting") on November 9, 2022. See the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 28, 2022 (the “Proxy Statement”) for more information on the three proposals included in the Proxy Statement for the Annual Meeting.
Proposal 1. The shareholders elected the 13 nominees listed below to the Company's Board of Directors, each to serve until the 2023 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:
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| Nominee | For | Against | Abstained | Broker Non-Votes |
| Steven K. Barg | 202,651,413 | 846,605 | 698,356 | 25,132,179 |
| Michelle M. Brennan | 202,664,643 | 849,411 | 682,320 | 25,132,179 |
| Sujatha Chandrasekaran | 202,665,819 | 837,984 | 692,571 | 25,132,179 |
| Carrie S. Cox | 175,425,242 | 28,029,748 | 741,384 | 25,132,179 |
| Bruce L. Downey | 191,511,168 | 11,918,084 | 767,122 | 25,132,179 |
| Sheri H. Edison | 202,223,804 | 1,285,528 | 687,042 | 25,132,179 |
| David C. Evans | 200,751,856 | 2,747,834 | 696,684 | 25,132,179 |
| Patricia A. Hemingway Hall | 198,435,528 | 5,013,088 | 747,758 | 25,132,179 |
| Jason M. Hollar | 202,218,082 | 1,285,541 | 692,751 | 25,132,179 |
| Akhil Johri | 202,136,509 | 1,363,909 | 695,956 | 25,132,179 |
| Gregory B. Kenny | 189,660,047 | 13,842,463 | 693,864 | 25,132,179 |
| Nancy Killefer | 198,492,574 | 5,020,073 | 683,727 | 25,132,179 |
| Christine A. Mundkur | 202,672,777 | 838,823 | 684,774 | 25,132,179 |
Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2023, and voted as follows:
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| For | Against | Abstained | Broker Non-Votes |
| 220,482,418 | 8,302,561 | 543,574 | — |
Proposal 3. The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, and voted as follows:
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| For | Against | Abstained | Broker Non-Votes |
| 184,983,772 | 18,266,030 | 946,572 | 25,132,179 |
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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| | | | Cardinal Health, Inc.
(Registrant) |
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| Date: November 10, 2022 | | | | By: | | /s/ Jessica L. Mayer |
| | | | | | Name: Jessica L. Mayer |
| | | | | | Title: Chief Legal and Compliance Officer |