Document


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 8, 2017
 
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))
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 5.07.    Submission of Matters to a Vote of Security Holders.
Cardinal Health, Inc. (the "Company") held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”) on November 8, 2017. For more information on the six proposals included in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 21, 2017 (the "Proxy Statement"), see the Proxy Statement.
Proposal 1. The shareholders elected the 11 nominees listed below to the Company's board of directors (the "Board"), each to serve until the 2018 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified, and voted as follows:
Nominee

For

Against
Abstained
Broker Non-Votes

David J. Anderson
263,702,506
739,157

 
592,746
24,308,745
Colleen F. Arnold
263,233,951
1,217,994

 
582,464
24,308,745
George S. Barrett
256,739,721
7,816,392

 
478,296
24,308,745
Carrie S. Cox
262,421,480
2,031,848

 
581,081
24,308,745
Calvin Darden
261,601,015
2,842,075

 
591,319
24,308,745
Bruce L. Downey
263,664,018
801,658

 
568,733
24,308,745
Patricia A. Hemingway Hall
263,764,137
688,693

 
581,579
24,308,745
Clayton M. Jones
263,579,609
862,868

 
591,932
24,308,745
Gregory B. Kenny
262,711,519
1,617,487

 
705,403
24,308,745
Nancy Killefer
262,498,842
1,974,203

 
561,364
24,308,745
David P. King
262,498,477
1,812,389

 
723,543
24,308,745
Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2018, and voted as follows:
For
284,626,569

Against
4,526,290

Abstained
190,295

Broker Non-Votes

0

Proposal 3. 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
254,749,245

Against
9,563,303

Abstained
721,861

Broker Non-Votes
24,308,745

Proposal 4. The shareholders voted, on a non-binding advisory basis, in support of holding future advisory votes to approve executive compensation ("say-on-pay-frequency vote") every year as follows:
1 Year
241,922,363

2 Years
499,384

3 Years
21,604,658

Abstained
1,008,004

Broker Non-Votes
24,308,745

Based on the voting results and its past practice, the Board has decided that it will hold annual say-on-pay votes until the next required say-on-pay-frequency vote, which will occur no later than the Company's 2023 Annual Meeting of Shareholders.

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Proposal 5. The shareholders did not approve the shareholder proposal to urge the Board to adopt a policy that the Chairman of the Board be an independent director, and voted as follows:
For
96,142,642

Against
167,905,249

Abstained
986,518

Broker Non-Votes
24,308,745

Proposal 6. Because this shareholder proposal, which requested that the Board adopt a bylaw provision restricting management's access to vote tallies prior to the annual meeting of shareholders with respect to certain executive pay matters, was not presented by the shareholder or a representative at the Annual Meeting, it was not voted upon.



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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 13, 2017
 
 
 
By:
 
/s/ Jessica L. Mayer
 
 
 
 
 
 
Name: Jessica L. Mayer
 
 
 
 
 
 
Title: Executive Vice President, Deputy General Counsel and Corporate Secretary


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