Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (d) On November 4, 2020, the Board appointed David C. Evans and Sheri H. Edison to serve on the Audit Committee. As previously disclosed, Mr. Evans was elected to the Board as a director on June 24, 2020, effective July 1, 2020, and Ms. Edison was elected by the Board as director on August 30, 2020, effective September 1, 2020.

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its 2020 Annual Meeting of Shareholders (the "Annual Meeting") on November 4, 2020. 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 23, 2020 (the "Proxy Statement"), see the Proxy Statement. Proposal 1. The shareholders elected the 13 nominees listed below to the Board, each to serve until the 2021 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: Nominee

                        For      Against   Abstained Broker Non-Votes
Carrie S. Cox              205,174,125 27,293,657  483,051     25,584,371
Calvin Darden              201,725,234 30,682,809  542,790     25,584,371
Bruce L. Downey            226,587,884 5,833,261   529,688     25,584,371
Sheri H. Edison            231,438,517  985,911    526,405     25,584,371
David C. Evans             230,979,698 1,251,748   719,387     25,584,371
Patricia A. Hemingway Hall 204,876,640 27,551,905  522,288     25,584,371
Akhil Johri                231,242,630  960,737    747,466     25,584,371
Michael C. Kaufmann        230,920,810 1,625,331   404,692     25,584,371
Gregory B. Kenny           224,923,679 7,504,908   522,246     25,584,371
Nancy Killefer             205,039,037 27,424,933  486,863     25,584,371
J. Michael Losh            225,978,638 6,218,611   753,584     25,584,371
Dean A. Scarborough        230,827,960 1,409,666   713,207     25,584,371
John H. Weiland            230,916,129 1,284,301   750,403     25,584,371

Proposal 2. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2021, and voted as follows: For

              252,803,317
Against          5,102,818
Abstained        629,069
Broker Non-Votes --

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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

              142,613,827
Against          89,768,639
Abstained        568,367
Broker Non-Votes 25,584,371

Proposal 4. The shareholders approved an amendment to Section 1.2(b) of the Company's Restated Code of Regulations to lower the share ownership threshold for shareholders to request that the Company call a special meeting of shareholders to 15% from 25% and extend by 15 days the time allowed for providing notice of the special meeting and the latest date that can be set for holding the special meeting, and voted as follows: For

              229,409,394
Against          3,076,861
Abstained        464,578
Broker Non-Votes 25,584,371

The Restated Code of Regulations, as amended, is filed as Exhibit 3.2 to this Form 8-K.

Proposal 5. The shareholders did not approve the shareholder proposal to reduce the share ownership threshold for calling a special meeting of the shareholders to 10%, and voted as follows: For

              90,601,655
Against          141,678,940
Abstained        670,238
Broker Non-Votes 25,584,371

Proposal 6. The shareholders did not approve the shareholder proposal to adopt a policy that the Chairman of the Board be an independent director, and voted as follows: For

              98,061,478
Against          134,239,373
Abstained        649,982
Broker Non-Votes 25,584,371


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
    3.2       Cardinal Health, Inc. Restated Code of Regulations
    104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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