Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Cooperation Agreement, the Company agreed, among other things,
to appoint
In connection with the appointment of the New Directors, the Company also
established an advisory Business Review Committee (the "Business Review
Committee") to address the matters contemplated by the Cooperation Agreement and
the charter of the Business Review Committee. The Committee has three members:
Pursuant to the Cooperation Agreement, Elliott has agreed to abide by certain standstill restrictions and voting commitments. The Cooperation Agreement also includes procedures regarding the replacement of any of the New Directors prior to the 2023 Annual Meeting of Shareholders and a mutual non-disparagement provision.
The Company's obligations with respect to, among other things, the appointment of the New Directors, the nomination of the New Directors for election at the 2022 Annual Meeting, the replacement of a New Director upon departure from the Board and the formation of the Business Review Committee fall away in certain circumstances, including if Elliott has a net long position in the Company of less than 2.25%.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, including the initial Business Review Committee charter attached as an exhibit to the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated by reference.
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Item 5.02. Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 is incorporated herein by reference.
Director Appointments
Pursuant to the Cooperation Agreement, each of the New Directors was appointed
to the Board effective
Each of the New Directors will receive compensation consistent with that
received by the Company's other non-employee directors, as described in the
Company's proxy statement on Schedule 14A for the 2021 Annual Meeting, filed
with the
There are no arrangements or understandings between any of the New Directors and any other person pursuant to which any of the New Directors was appointed as a director other than with respect to the matters referred to in Item 1.01. At this time, there are no transactions in which any of the New Directors has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
Committee Composition
Effective as of
Governance and Human Resources and Risk Oversight Audit Committee Sustainability Committee Compensation Committee Committee Akhil Johri Patricia A. Hemingway Carrie S. Cox Sheri H. Edison (Chair) Hall (Chair) (Chair) (Chair) Michelle M. Steven K. Barg Michelle M. Brennan Sujatha Brennan Carrie S. Cox Patricia A. Chandrasekaran Sujatha Bruce L. Downey Hemingway Hall Bruce L. Downey Chandrasekaran Gregory B. Kenny Nancy Killefer David C. Evans Sheri H. Edison Nancy Killefer Christine A. Mundkur Christine A. David C. Evans Dean A. Scarborough Mundkur John H. Weiland Dean A. Scarborough John H. Weiland
Directors Not Standing for Re-election
On
Item 7.01. Regulation FD Disclosure.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Cooperation Agreement, dated as ofSeptember 5, 2022 , by and amongCardinal Health, Inc. ,Elliott Associates, L.P. andElliott International, L.P. 99.1 News release issued by the Company onSeptember 6, 2022 announcing governance enhancements and shareholder value creation initiatives. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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