Cardinal Health Inc 8-K, filed Apr 8, 2021
Cardinal Health Inc (CAH)
8-K
2021-04-08
For: 2021-04-06
View Original
Added on
April 10, 2026
About this 8-K
Cardinal Health Inc filed this 8-K on April 8, 2021, reporting on events of April 6, 2021.
Items reported
- Item 5.04: Benefit plan trading blackout
- 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): April 6, 2021
(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 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
On April 6, 2021, a notification was made regarding a blackout period for the Cardinal Health 401(k) Savings Plan (the “401(k) plan”). The blackout period is required due to the transition to a new plan recordkeeper. During the blackout period, 401(k) plan participants will be unable to make changes to their contribution rates and investment allocations, make loan repayments or request new loans, or request withdrawals or distributions under the 401(k) plan, including with respect to the common shares, without par value, of Cardinal Health, Inc. (the “Company”) held by the trust for the 401(k) plan in the Cardinal Health Stock Fund. The blackout period is expected to begin at 4:00 pm Eastern Time on Thursday, May 20, 2021 and to continue through Monday, May 24, 2021. The notification described under Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 relating to the blackout period was provided to the Company on April 6, 2021.
On April 8, 2021, the Company sent a notice to its directors and executive officers informing them of the blackout period and stock trading restrictions (including with respect to derivatives) that apply to them during the blackout period. This notice was required pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR under the Securities Exchange Act of 1934.
A copy of the notice to the directors and executive officers is attached as Exhibit 99.1. During the blackout period and for a period of two years after the ending date of the blackout period, shareholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting the Company's Corporate Secretary by telephone at (614) 757-5000 or by mail at Corporate Secretary, Cardinal Health, 7000 Cardinal Place, Dublin, OH 43017.
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: April 8, 2021 | By: | /s/ Jessica L. Mayer | ||||||||||||||||||
| Name: Jessica L. Mayer | ||||||||||||||||||||
Title: Chief Legal and Compliance Officer | ||||||||||||||||||||
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Exhibit 99.1
Important Notice of Blackout Period to Directors and Executive Officers of Cardinal Health, Inc.
April 8, 2021
Federal securities laws require us to send you a notice whenever restrictions are imposed on your trading in our common shares (including derivatives) due to a blackout of the Cardinal Health 401(k) Savings Plan (the “401(k) plan”) that lasts for a period of more than three consecutive business days.
Reason for Blackout Period. A 401(k) plan blackout is necessary to change the 401(k) plan recordkeeper from Wells Fargo Institutional Retirement and Trust (“Wells Fargo”) to Principal Financial Group (“Principal”). Wells Fargo was acquired by Principal in July 2019 and, as a result, the 401(k) plan will be transferring from Wells Fargo to Principal. During the Blackout Period (as defined below), 401(k) plan participants will be unable to make changes to their contribution rates and investment allocations, make loan repayments or request new loans, or request withdrawals or distributions under the 401(k) plan, including with respect to the Cardinal Health Stock Fund.
Length of Blackout Period. The transition to Principal is expected to begin at 4:00pm Eastern Time on May 20, 2021 and to continue through Monday, May 24, 2021 (the “Blackout Period”). If the date of the transfer changes and we are required to adjust the beginning date or the length of the Blackout Period, we will provide you with notice of such adjustment as soon as reasonably practicable.
Restrictions on Executive Officers and Directors During the Blackout Period. Federal securities laws provide that, during the Blackout Period, all directors and executive officers are prohibited from purchasing, selling, or otherwise acquiring or transferring any of our common shares (including by exercising stock options) or any derivatives of our common shares, regardless of whether the director or executive officer participates in the 401(k) plan. These prohibitions apply to you and to members of your immediate family who share your household, as well as to trusts, corporations, and other entities whose share ownership may be attributed to you. While several narrow exceptions to this prohibition exist, you should not engage in any transaction without first confirming whether an exception is available.
If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.
If you have questions regarding the Blackout Period, including when it has started or ended, you may contact our Corporate Secretary, Jack Adams, by telephone at (614) 757-5000 or by mail at Cardinal Health, 7000 Cardinal Place, Dublin, OH 43017.