--- schema_version: "secwatch.filing_event.v1" accession: "0000721371-23-000094" form_type: "8-K" ticker: "CAH" cik: "0000721371" company_name: "CARDINAL HEALTH INC" filed_at: "2023-11-16T23:59:59+00:00" generated_at: "2026-06-08T01:39:53.648474+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.15 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Cardinal Health shareholders elect directors, ratify E&Y, approve say-on-pay; two shareholder proposals fail ## Summary - 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. ## SEC filing metadata - accession: 0000721371-23-000094 - form_type: 8-K - ticker: CAH - cik: 0000721371 - company_name: CARDINAL HEALTH INC - filed_at: 2023-11-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.15 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/721371/000072137123000094/0000721371-23-000094-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/721371/000072137123000094/cah-20231115.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000721371-23-000094 - JSON: https://secwatch.observer/filing/0000721371-23-000094.json - Plain text: https://secwatch.observer/filing/0000721371-23-000094.txt ## Key facts - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/721371/000072137123000094/0000721371-23-000094-index.htm - Shareholder Votes 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 source text: 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 — evidence_url: https://www.sec.gov/Archives/edgar/data/721371/000072137123000094/0000721371-23-000094-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/721371/000072137123000094/0000721371-23-000094-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/721371/000072137123000094/0000721371-23-000094-index.htm - Shareholder Votes 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 source text: 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: evidence_url: https://www.sec.gov/Archives/edgar/data/721371/000072137123000094/0000721371-23-000094-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/721371/000072137123000094/0000721371-23-000094-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.