Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 30, 2020, the Board of Directors (the "Board") of Cardinal Health,
Inc. (the "Company") elected Sheri H. Edison to the Board, effective September
1, 2020, to serve until the 2020 annual meeting of shareholders and until her
successor is elected and qualified or until her earlier resignation, removal
from office or death. As of the time of this filing, the Board has not yet
determined Ms. Edison's committee service. Ms. Edison is Executive Vice
President and General Counsel of Amcor plc, a global packaging company.
Ms. Edison will participate in the non-management director compensation
arrangements described in the Company's definitive proxy statement for the 2019
annual meeting of shareholders filed with the Securities and Exchange Commission
on September 20, 2019. Based on her date of service, she will also receive a
prorated initial grant of $33,959 of restricted share units. The Board has
determined that Ms. Edison is independent under the standards of the New York
Stock Exchange and the Company's Corporate Governance Guidelines.
On August 26, 2020, Colleen F. Arnold, a director of the Company since 2007,
informed the Company that she has decided not to stand for re-election when her
term expires at the 2020 annual meeting of shareholders. Ms. Arnold will
continue to serve as a director until the 2020 annual meeting of shareholders.
Ms. Arnold indicated that her resignation is not the result of any disagreement
with the Company on any matter relating to the Company's operations, policies or
practices.
Item 7.01. Regulation FD Disclosure.
The Company issued a news release on August 31, 2020 announcing the election of
Ms. Edison to the Board, which is being furnished as Exhibit 99.1 to this Form
8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 News release furnished with this Form 8-K
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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