Why did John B. McCoy retire from the board?

John B. McCoy retired from the Board of Directors for personal reasons. The filing explicitly states he has no disagreement with Cardinal Health on any matter relating to its operations, policies, or practices.

Who is Bruce L. Downey and what is his background?

Bruce L. Downey is a new director elected to the Board. He is a Partner at NewSpring Health Capital II, L.P., a venture capital firm. Previously, he served as Chairman and Chief Executive Officer of Barr Pharmaceuticals, Inc. until its acquisition by Teva Pharmaceutical Industries Limited in December 2008. He also sits on the board of Momenta Pharmaceuticals, Inc.

What compensation will Bruce L. Downey receive as a director?

Mr. Downey will participate in the standard non-management director compensation arrangements. This includes an initial equity award effective on his election date, consisting of stock options valued at $78,000 and restricted share units (RSUs) valued at $42,000, both of which will vest in full one year from the grant date. He will also enter into the standard directors' indemnification agreement.

CAH 8-K: Leadership Changes

Q: When will Bruce L. Downey officially join the board?

Mr. Downey's election to the Board of Directors is effective upon the planned spin-off of CareFusion Corporation. He will serve until Cardinal Health's 2009 Annual Meeting.

Summary

This Form 8-K filing for Cardinal Health Inc. (CAH) on July 7, 2009, primarily reports on changes within its Board of Directors. Notably, John B. McCoy, a long-standing director since 1987, has retired for personal reasons, with no reported disagreements with the company. The filing also announces the election of Bruce L. Downey to the Board, effective upon the planned spin-off of CareFusion Corporation. Mr. Downey brings significant experience from his previous role as Chairman and CEO of Barr Pharmaceuticals and currently serves as a Partner at a venture capital firm. His appointment is set to bolster the Board's expertise as the company navigates strategic initiatives, including the upcoming spin-off.

Key Highlights

1Director John B. McCoy retired from the Board of Directors effective July 1, 2009, citing personal reasons.
2Bruce L. Downey was elected to the Board of Directors, with his tenure commencing upon the planned spin-off of CareFusion Corporation.
3Mr. Downey brings substantial industry experience, having previously served as Chairman and CEO of Barr Pharmaceuticals.
4Mr. Downey's compensation as a new director includes standard arrangements, such as an initial equity award consisting of stock options and restricted share units (RSUs).
5The standard directors' indemnification agreement will be entered into with Mr. Downey.
6The filing discloses past transactions between Cardinal Health and Barr Pharmaceuticals, totaling approximately $167 million, during which Mr. Downey may have had an indirect material interest.

CARDINAL HEALTH INC 8-K Report, Executive Changes (Jul 7, 2009)

Summary

Key Highlights

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