8-KLeadership ChangesExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Executive Changes (May 7, 2007)

Filed May 7, 2007For Securities:CAH

Summary

This 8-K filing from Cardinal Health, Inc. (CAH) primarily announces a change in the Board of Directors and updates policies regarding executive aircraft usage. Effective August 1, 2007, Gregory B. Kenny, Chairman and CEO of General Cable Corporation, will join the Board. He will receive standard non-management director compensation, including equity awards vesting after one year. This expansion of the Board suggests potential strategic considerations or a desire for diverse leadership experience. Furthermore, the filing details a new policy concerning the personal use of corporate aircraft by CEO R. Kerry Clark and Executive Chairman Robert D. Walter. While their spouses and dependent children can continue to travel with them at no cost, reimbursement will now be required for guests other than immediate family, based on specified cost calculations. This policy change aims to ensure fair allocation of corporate resources and compliance with aviation regulations.

Key Highlights

  • 1Cardinal Health elected Gregory B. Kenny to its Board of Directors, effective August 1, 2007.
  • 2Mr. Kenny, currently Chairman and CEO of General Cable Corporation, will serve until the 2007 annual shareholder meeting.
  • 3Mr. Kenny will receive standard non-management director compensation, including an option grant and restricted share units, both vesting in August 2008.
  • 4The company will enter into a standard indemnification agreement with Mr. Kenny.
  • 5A new Aircraft Time Sharing Agreement has been approved for CEO R. Kerry Clark and Executive Chairman Robert D. Walter.
  • 6This agreement requires reimbursement for personal use of corporate aircraft by guests (excluding spouses and dependent children).
  • 7Reimbursement rates for personal aircraft use by guests are based on specified costs, up to FAA maximums.

Frequently Asked Questions

Gregory B. Kenny is the Chairman and Chief Executive Officer of General Cable Corporation. He is joining the Cardinal Health Board of Directors to provide his leadership experience. His appointment is effective August 1, 2007, and he will serve until the company's 2007 annual shareholder meeting.

Mr. Kenny will participate in the standard non-management director compensation plan. This includes an option to purchase company stock and restricted share units (RSUs), both with an approximate value based on the stock price on August 1, 2007. Both awards will vest one year later, on August 1, 2008.

The company has approved an Aircraft Time Sharing Agreement for CEO R. Kerry Clark and Executive Chairman Robert D. Walter. While their spouses and dependent children can still accompany them on personal flights without charge, they will now need to reimburse the company for the costs associated with any other guests who fly with them.

The reimbursement will be based on specified costs, including fuel, landing fees, and in-flight food and beverages for the particular flight. The amount paid will be at least these specified costs, or a higher mutually agreed-upon amount, capped by Federal Aviation Administration rules.