Summary
This 8-K filing from Cardinal Health, Inc. (CAH) primarily details the corporate actions surrounding the spin-off of its subsidiary, CareFusion Corporation. The most significant event for investors is the completion of the CareFusion spin-off on August 31, 2009, with Cardinal Health distributing approximately 81% of CareFusion's common stock to its shareholders. This action effectively separates the two entities, allowing Cardinal Health to focus on its core business while shareholders receive direct stakes in the newly independent CareFusion. Accompanying this separation, the filing also outlines the establishment and approval of the CareFusion Corporation 2009 Long Term Incentive Plan (LTIP). This plan governs the equity awards for CareFusion's future compensation, and importantly, details how Cardinal Health's outstanding stock options and restricted share units (RSUs) held by executives were adjusted or substituted with CareFusion equity awards. This is a crucial detail for understanding executive compensation and potential dilution in both companies post-spin-off.
Key Highlights
- 1Completion of the spin-off of CareFusion Corporation on August 31, 2009.
- 2Cardinal Health distributed approximately 81% of CareFusion's common stock to its shareholders.
- 3Approval of the CareFusion Corporation 2009 Long Term Incentive Plan (LTIP) effective August 31, 2009.
- 4The LTIP allows for stock options, stock appreciation rights, stock awards, and cash awards for CareFusion employees.
- 5A total of 40,000,000 shares of CareFusion's common stock are available under the LTIP.
- 6Cardinal Health adjusted outstanding stock options and RSUs for named executives, substituting or adjusting them with CareFusion equity awards in connection with the spin-off.
- 7Human Resources and Compensation Committee approved term sheets for these adjusted equity awards on August 28, 2009.