Summary
This 8-K/A filing from Cardinal Health Inc. (CAH) on August 12, 2007, serves as an amendment to a prior filing and details several significant corporate governance and compensation updates. Notably, it announces the departure of a long-serving director, Robert L. Gerbig, who will not seek re-election, and the appointment of Colleen F. Arnold as a new director and member of the Human Resources and Compensation Committee. Gregory B. Kenny, previously elected as a director, has been appointed to the Audit Committee. These changes reflect ongoing adjustments to the board's composition and committee assignments. Furthermore, the filing introduces a new "Performance Cash Program" as part of the company's long-term incentive strategy for key executives, commencing in fiscal year 2008. This program shifts a portion of compensation from equity awards (stock options and RSUs) to cash-based incentives tied to performance metrics like economic profit and return on equity, with varying payout structures and clawback provisions. The company also reported on its fiscal year 2007 annual cash incentive awards, detailing the bonuses paid to its named executive officers, which are contingent on meeting performance criteria.
Key Highlights
- 1Robert L. Gerbig, a director since 1975, will not seek re-election at the 2007 annual meeting.
- 2Colleen F. Arnold appointed as a new director and to the Human Resources and Compensation Committee, receiving equity awards (stock options and RSUs) and an indemnification agreement.
- 3Gregory B. Kenny, a recently elected director, appointed to the Audit Committee.
- 4Introduction of a new "Performance Cash Program" for long-term executive incentives starting in fiscal year 2008, rebalancing compensation towards cash performance awards.
- 5Executive compensation awards for fiscal year 2007 were disclosed, with the CEO, R. Kerry Clark, receiving $2,576,000 in cash incentive awards.
- 6The 2007 Annual Meeting of Shareholders is scheduled for November 7, 2007, with a record date of September 10, 2007.
- 7Shareholders will vote on proposed amendments to remove a supermajority voting provision, a new non-employee director equity compensation plan, and ratification of independent auditor appointment.