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 7, 2018
 
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 2018 Annual Meeting of Shareholders (the “Annual Meeting”) on November 7, 2018. For more information on the five proposals included in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 26, 2018 (the "Proxy Statement"), see the Proxy Statement.
Proposal 1. The shareholders elected the nine nominees listed below to the Company's board of directors (the "Board"), each to serve until the 2019 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

Colleen F. Arnold
231,224,722
3,657,103

 
143,799
30,423,514
Carrie S. Cox
200,526,876
34,317,540

 
181,208
30,423,514
Calvin Darden
228,684,177
6,170,045

 
171,402
30,423,514
Bruce L. Downey
232,930,262
1,873,176

 
222,186
30,423,514
Patricia A. Hemingway Hall
233,496,176
1,343,201

 
186,247
30,423,514
Akhil Johri
233,490,818
1,320,902

 
213,904
30,423,514
Michael C. Kaufmann
232,665,530
2,161,205

 
198,889
30,423,514
Gregory B. Kenny
230,882,620
3,918,610

 
224,394
30,423,514
Nancy Killefer
232,046,007
2,786,964

 
192,653
30,423,514
Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2019, and voted as follows:
For
261,677,021

Against
3,485,013

Abstained
287,104

Broker Non-Votes

0

Proposal 3. The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, and voted as follows:
For
220,872,513

Against
13,682,381

Abstained
470,730

Broker Non-Votes
30,423,514

Proposal 4. The shareholders did not approve the shareholder proposal on a policy to not exclude legal and compliance costs for purposes of determining executive compensation, and voted as follows:
For
40,790,202

Against
193,683,786

Abstained
551,636

Broker Non-Votes
30,423,514

Proposal 5. The shareholders did not approve the shareholder proposal on the ownership threshold for calling a special meeting of shareholders, and voted as follows:
For
116,239,622

Against
118,081,753

Abstained
704,249

Broker Non-Votes
30,423,514



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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, 2018
 
 
 
By:
 
/s/ Jessica L. Mayer
 
 
 
 
 
 
Name: Jessica L. Mayer
 
 
 
 
 
 
Title: Executive Vice President, Deputy General Counsel and Corporate Secretary


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