Cardinal Health Inc 8-K, filed Jun 26, 2020
Cardinal Health Inc (CAH)
8-K
2020-06-26
For: 2020-06-24
View Original
Added on
April 10, 2026
About this 8-K
Cardinal Health Inc filed this 8-K on June 26, 2020, reporting on events of June 24, 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, D.C. 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): June 24, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||
(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 Instructions 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 June 24, 2020, the Board of Directors (the “Board”) of Cardinal Health, Inc. (the “Company”) elected David C. Evans to the Board, effective July 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 of Battelle 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 in North America, from 2006 to 2013. Most recently, Mr. Evans was interim Chief Financial Officer of the Company from September 1, 2019 through May 25, 2020 after a transition role beginning July 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 the Securities and Exchange Commission on September 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 which Mr. Evans initially will serve have not been determined as of the time of this filing. After considering the fact that Mr. 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 that Mr. Evans is independent under the standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.
Item 7.01: Regulation FD Disclosure.
The Company issued a news release on June 26, 2020, announcing the election of Mr. 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 | |
99.1 | ||
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) | |
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: | June 26, 2020 | By: | /s/ Jessica L. Mayer | ||
Jessica L. Mayer | |||||
Chief Legal and Compliance Officer | |||||
Dave Evans to join Cardinal Health Board of Directors
DUBLIN, OHIO - June 26, 2020 - Cardinal Health (NYSE: CAH) announced today that its board of directors has elected David C. Evans as an independent director, effective July 1. Mr. Evans brings decades of financial expertise and strong, diverse board experiences.
Most recently, Mr. Evans served as interim Chief Financial Officer for Cardinal Health for approximately nine months. He previously held the role of Chief Financial Officer of Battelle Memorial Institute, one of the largest private, non-profit research organizations in the world. Prior to that, Mr. Evans served as Executive Vice President and Chief Financial Officer of The Scotts MiracleGro Company, the leading manufacturer and marketer of branded consumer lawn and garden products in North America.
Currently, Mr. Evans serves on the board of directors for Scotts MiracleGro and is a member of both the audit committee and the compensation and organization committee. He also serves on the board of directors for the Siegel Rare Neuroimmune Association and formerly served as a board member on the finance and audit committee for Ohio Health.
“We are pleased to welcome Dave as a director,” said Gregory Kenny, Chairman of the Board for Cardinal Health. “The Board has been impressed by both his operational instincts and his financial acumen. Dave sees both the big picture, as well as the value drivers, while never losing sight of our mission - being essential to care. We look forward to benefitting from his history as a strong and independent-minded leader as we continue to navigate this time of immense change and adapt our growth strategies for the future.”
Mr. Evans holds a Bachelor of Science in Business Administration degree in Accounting from The Ohio State University.
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.
Contacts
Media: Sarah Shew, sarah.shew@cardinalhealth.com and 614.553.3401
Investors: Kevin Moran, kevin.moran@cardinalhealth.com and 614.757.7942.