Cardinal Health Inc 8-K, filed Aug 31, 2020
Cardinal Health Inc (CAH)
8-K
2020-08-31
For: 2020-08-26
View Original
Added on
April 10, 2026
About this 8-K
Cardinal Health Inc filed this 8-K on August 31, 2020, reporting on events of August 26, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 26, 2020
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) (Zip Code)
(614 ) 757-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ | |
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 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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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: August 31, 2020 | By: | /s/ Jessica L. Mayer | ||||
Name: Jessica L. Mayer | ||||||
Title: Chief Legal and Compliance Officer | ||||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE |  | |
Media: | Sarah Shew | Investors: | Kevin Moran | |
(614) 553.3401 | (614) 757-7942 | |||
Sarah.Shew@cardinalhealth.com | Kevin.Moran@cardinalhealth.com | |||
Sheri Edison to join Cardinal Health Board of Directors
DUBLIN, OHIO - August 31, 2020 - Cardinal Health (NYSE: CAH) announced today that its board of directors has elected Sheri Edison as an independent director, effective September 1. Ms. Edison joins the board with extensive experience as a senior legal executive in the medical device and packaging industries.
Ms. Edison currently serves as Executive Vice President and General Counsel for Amcor plc, a global leader in packaging for products spanning the food, beverage, pharmaceutical, medical, home and personal care sectors, with approximately 50,000 employees across more than 40 countries. She previously held the role of Senior Vice President, Chief Legal Officer and Secretary for Bemis Company, Inc. until it was acquired by Amcor, as well as Senior Vice President, Chief Administrative Officer of the medical device company Hill-Rom Holdings, Inc. Prior to these positions, Ms. Edison also served in multiple senior legal roles at other leading companies and as an attorney in private practice.
Currently, Ms. Edison serves on the board of directors for American Family Insurance and on the Board of Visitors of the University of Wisconsin Waisman Center. She also formerly served on the Board of Directors of AK Steel where she chaired the Nominating and Corporate Governance Committee.
“We are very pleased to welcome Sheri as a director,” said Gregory Kenny, Chairman of the Board for Cardinal Health. “Sheri brings both strong leadership experience across areas of legal and regulatory compliance and corporate governance as well as a healthcare industry background that complement the experiences and skillsets of our current directors. She has led a number of critical business functions and initiatives, including IT and strategic planning efforts during her career, and we look forward to benefitting from her deep expertise and knowledge of complex businesses.”
Ms. Edison holds a Juris Doctor from Northwestern University School of Law and a Bachelor of Arts in History and Journalism from University of Southern California.
About Cardinal Health
Cardinal Health, Inc. is a global, integrated healthcare services and products company, providing customized solutions for hospitals, healthcare systems, pharmacies, ambulatory surgery centers, clinical laboratories and physician offices worldwide. The company enhances supply chain efficiency for clinically proven medical products, pharmaceuticals and cost-effective solutions. To combat prescription drug misuse, the Cardinal Health Foundation and its education
partners created Generation Rx, a national drug prevention education and awareness program. The Foundation actively supports an array of other solutions, including efforts to reduce opioid prescribing, promote drug take back and safe disposal and expand collaborative community work.
Cardinal Health is backed by nearly 100 years of experience with operations in nearly 46 countries. For more information, visit cardinalhealth.com. Follow us on Twitter, Facebook and LinkedIn.