8-K
filed November 16, 2023, 6:59 PM ET
ticker CAH
CIK 0000721371
other material
confidence high
sentiment neutral
materiality 0.15
Cardinal Health shareholders elect directors, ratify E&Y, approve say-on-pay; two shareholder proposals fail
CARDINAL HEALTH INC
- All 11 director nominees elected with substantial majority (approx. 188-198M votes for, 2-12M against).
- Ratified Ernst & Young as independent auditor for FY2024; 209.5M for, 10.3M against.
- Say-on-pay advisory resolution approved: 182.7M for, 16.9M against.
- Advisory vote on frequency: 196.2M voted for 'every year'; company will hold annual say-on-pay.
- Two shareholder proposals (stock retention policy, termination pay ratification) failed; both received less than 35% support.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CARDINAL HEALTH INC shareholders approved Non-binding advisory vote on frequency of future say-on-pay votes at the 2023-11-15 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-11-15
Exact text from the filing
Proposal 4 . The shareholders voted, on a non-binding advisory basis, in support of holding future advisory votes to approve the compensation of the Company's named executive officers ("say-on-frequency" vote) every year as follows: One Year Two Years Three Years Abstained Broker Non-Votes 196,230,933 302,493 3,230,365 398,968 19,854,118
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CARDINAL HEALTH INC shareholders approved Ratification of appointment of Ernst & Young LLP as independent auditor for fiscal year ending June 30, 2024 at the 2023-11-15 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-11-15
Exact text from the filing
Proposal 2 . The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2024, and voted as follows: For Against Abstained Broker Non-Votes 209,450,694 10,345,728 211,455 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CARDINAL HEALTH INC shareholders approved Non-binding advisory vote on compensation of named executive officers (say-on-pay) at the 2023-11-15 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-11-15
Exact text from the filing
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 Against Abstained Broker Non-Votes 182,671,067 16,863,757 618,935 19,854,118
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CARDINAL HEALTH INC shareholders rejected Shareholder proposal to adopt a policy requiring shareholder ratification of excessive termination pay at the 2023-11-15 meeting.
- Proposal
- auditor ratification
- Outcome
- failed
- Meeting
- 2023-11-15
Exact text from the filing
Proposal 6 . The shareholders did not approve the shareholder proposal to adopt a policy requiring shareholder ratification of excessive termination pay, and voted as follows: For Against Abstained Broker Non-Votes 19,084,904 180,422,143 646,712 19,854,118
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CARDINAL HEALTH INC shareholders approved Election of 11 nominees to the Board of Directors at the 2023-11-15 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-11-15
Exact text from the filing
Proposal 1 . The shareholders elected the 11 nominees listed below to the Company's Board of Directors, each to serve until the 2024 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:
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
CARDINAL HEALTH INC shareholders rejected Shareholder proposal to adopt a policy requiring executives to retain significant stock at the 2023-11-15 meeting.
- Outcome
- failed
- Meeting
- 2023-11-15
Exact text from the filing
Proposal 5 . The shareholders did not approve the shareholder proposal to adopt a policy requiring executives to retain significant stock, and voted as follows: For Against Abstained Broker Non-Votes 64,964,097 133,971,250 1,218,412 19,854,118
View on SEC.gov
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