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 6, 2019
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
(a)
On November 6, 2019, the board of directors (the "Board") of Cardinal Health, Inc. (the "Company") adopted an amendment to Article 8 of the Company's Restated Code of Regulations (the "Regulations") to provide that, unless the Company consents in writing to the selection of an alternate forum, the United States District Court for the Southern District of Ohio, Eastern Division, (or if that court determines that it lacks jurisdiction to hear the action, the Franklin County, Ohio Court of Common Pleas, which prior to the amendment was the court specified for such proceedings) will be the exclusive forum for derivative suits and certain other actions, including any action asserting a claim against the Company or any director, officer or other employee arising under Ohio corporation law, the Company's Articles of Incorporation or the Regulations.
The foregoing description of the Regulations is qualified in its entirety by reference to the Regulations, which are filed as Exhibit 3.2 to this Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”) on November 6, 2019. For more information on the three proposals included in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 20, 2019 (the "Proxy Statement"), see the Proxy Statement.
Proposal 1. The shareholders elected the 12 nominees listed below to the Board, each to serve until the 2020 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified, and voted as follows:
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Nominee
| For
| Against | Abstained | Broker Non-Votes
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| Colleen F. Arnold | 223,170,126 | 9,080,560 |
| | 381,816 | 24,457,644 |
| Carrie S. Cox | 227,554,326 | 4,687,803 |
| | 390,373 | 24,457,644 |
| Calvin Darden | 221,609,264 | 10,609,409 |
| | 413,829 | 24,457,644 |
| Bruce L. Downey | 214,215,353 | 18,003,906 |
| | 413,243 | 24,457,644 |
| Patricia A. Hemingway Hall | 209,922,296 | 22,320,909 |
| | 389,297 | 24,457,644 |
| Akhil Johri | 231,428,557 | 795,676 |
| | 408,269 | 24,457,644 |
| Michael C. Kaufmann | 231,482,689 | 705,714 |
| | 444,098 | 24,457,644 |
| Gregory B. Kenny | 204,298,986 | 27,942,392 |
| | 391,123 | 24,457,644 |
| Nancy Killefer | 230,976,640 | 1,265,455 |
| | 390,407 | 24,457,644 |
| J. Michael Losh | 209,013,458 | 23,206,242 |
| | 412,802 | 24,457,644 |
| Dean A. Scarborough | 231,540,772 | 681,235 |
| | 410,495 | 24,457,644 |
| John H. Weiland | 231,508,095 | 734,255 |
| | 390,152 | 24,457,644 |
Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2020, and voted as follows:
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| For | 253,773,619 |
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| Against | 2,979,117 |
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| Abstained | 337,410 |
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Broker Non-Votes
| 0 |
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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 | 216,593,248 |
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| Against | 15,480,390 |
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| Abstained | 558,864 |
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| Broker Non-Votes | 24,457,644 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| 3.2 |
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| 104 |
| | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 12, 2019 | | | | By: | | /s/ Jessica L. Mayer |
| | | | | | | Name: Jessica L. Mayer |
| | | | | | | Title: Chief Legal and Compliance Officer |
