CARDINAL HEALTH INC
For the period ended Nov 6, 2024. Filed Sep 16, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 6, 2024 · Filed Sep 16, 2024
CAH$271.72+1.5%Stored close · as of Nov 6, 2026
Contents
Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Cardinal Health, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Table of contents
| LETTER TO CARDINAL HEALTH SHAREHOLDERS | 2 |
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 4 |
| PROXY SUMMARY | 5 |
| About Us | 5 |
| Fiscal 2024 Performance | 5 |
| Our Strategic Priorities | 6 |
| Our 2024 Board Nominees | 7 |
| Director Nominee Highlights | 8 |
| Governance and Board Highlights | 9 |
| Shareholder Engagement | 10 |
| Agreement with Elliott | 10 |
| Our Approach to ESG | 11 |
| Virtual Annual Meeting | 12 |
| Roadmap to Voting Matters | 12 |
| How to Vote in Advance of the Annual Meeting | 12 |
| Forward-Looking Statements | 13 |
| CORPORATE GOVERNANCE | 14 |
| PROPOSAL 1 — Election of Directors | 14 |
| Board Membership Criteria: What We Look For | 14 |
| Our Director Nominees | 15 |
| Our Board’s Composition and Structure | 26 |
| Our Board’s Primary Role, Responsibilities, and Processes | 35 |
| Shareholder Engagement | 40 |
| Standards of Business Conduct | 41 |
| Related Person Transactions Policy and Process | 41 |
| Director Compensation | 42 |
| EXECUTIVE COMPENSATION | 44 |
| PROPOSAL 2 — Advisory Vote to Approve the Compensation of Our Named Executive Officers | 45 |
| Compensation Discussion and Analysis | 46 |
| Human Resources and Compensation Committee Report | 62 |
| Executive Compensation Tables | 63 |
| Pay Ratio Disclosure | 76 |
| Pay Versus Performance | 77 |
| Equity Compensation Plan Information | 81 |
| AUDIT COMMITTEE MATTERS | 82 |
| PROPOSAL 3 — Ratification of Appointment of Ernst & Young LLP as Independent Auditor | 82 |
| Audit Committee Report | 82 |
| Fees Paid to Ernst & Young LLP | 83 |
| Policy on Pre-Approval of Services Provided by Ernst & Young LLP | 83 |
| SHAREHOLDER PROPOSALS | 84 |
| PROPOSAL 4 — Shareholder Proposal to Prohibit the Re-nomination of Any Director Who Fails to Receive a Majority Vote | 84 |
| SHARE OWNERSHIP INFORMATION | 86 |
| OTHER MATTERS | 87 |
| General Information About the Annual Meeting | 87 |
| Communicating with the Board | 89 |
| Shareholder Recommendations for Director Nominees | 90 |
| Submitting Proxy Proposals and Director Nominations for the Next Annual Meeting of Shareholders | 90 |
| Corporate Governance Documents | 91 |
| Transfer Agent | 91 |
| ANNEX A: USE OF NON-GAAP FINANCIAL MEASURES | A-1 |
|---|---|
| Exclusions from Non-GAAP Financial Measures | A-1 |
| Fiscal 2024 GAAP to Non-GAAP Reconciliations | A-2 |
| Definitions | A-2 |
| CARDINAL HEALTH 2024 Proxy Statement | 1 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.