Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnJune 24, 2020 , the Board of Directors (the "Board") ofCardinal Health, Inc. (the "Company") electedDavid C. Evans to the Board, effectiveJuly 1, 2020 , to serve until the 2020 annual meeting of shareholders and until his successor is elected and qualified.Mr. Evans has previously served as Executive Vice President and Chief Financial Officer ofBattelle Memorial Institute , a private research and development organization, from 2013 to 2018. Prior to that, he was Executive Vice President and Chief Financial Officer of The Scotts Miracle-Gro Company, the leading manufacturer and marketer of branded consumer lawn and garden products inNorth America , from 2006 to 2013. Most recently,Mr. Evans was interim Chief Financial Officer of the Company fromSeptember 1, 2019 throughMay 25, 2020 after a transition role beginningJuly 29, 2019 .Mr. Evans 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 theSecurities and Exchange Commission onSeptember 20, 2019 . Based on his date of service, he will also receive a prorated initial grant of$65,384 of restricted share units. The committee(s) of the Board on whichMr. Evans initially will serve have not been determined as of the time of this filing. After considering the fact thatMr. Evans had been recruited and served in an interim executive officer position for less than a year, and his fixed compensation arrangements, the Board determined thatMr. Evans is independent under the standards of theNew York Stock Exchange and the Company's Corporate Governance Guidelines. Item 7.01: Regulation FD Disclosure. The Company issued a news release onJune 26, 2020 , announcing the election ofMr. Evans 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 Exhibit Number Exhibit Description News release issued by the Company onJune 26, 2020 and furnished with 99.1 this Form 8-K The cover page from this Current Report on Form 8-K, formatted in Inline 104 XBRL (included as Exhibit 101)
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cardinal Health, Inc. (Registrant)
Date:
Jessica L. Mayer Chief Legal and Compliance Officer
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