8-KShareholder MattersExhibits & Filings

CARDINAL HEALTH INC 8-K Report, Shareholder Vote Results (Nov 5, 2010)

Filed November 5, 2010For Securities:CAH

Summary

Cardinal Health, Inc. (CAH) filed an 8-K on November 4, 2010, reporting on its 2010 Annual Meeting of Shareholders held on November 3, 2010. The primary focus of the report details the voting outcomes on several key proposals presented to shareholders. Notably, all 12 director nominees were elected, and the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2011, was ratified with overwhelming support. However, the filing also indicates that shareholders rejected several shareholder-proposed resolutions, including those related to performance-based stock options, requiring an independent Chairman of the Board, and special shareholder meetings. An amendment to the Company's Restated Code of Regulations granting the Board of Directors the authority to amend it was approved.

Key Highlights

  • 1All 12 director nominees were overwhelmingly elected to serve until the 2011 annual meeting.
  • 2Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2011 with substantial shareholder approval.
  • 3Shareholders approved an amendment to the Restated Code of Regulations, empowering the Board of Directors to amend it.
  • 4A shareholder proposal for performance-based stock options was not approved.
  • 5A shareholder proposal to require an independent Chairman of the Board was not approved.
  • 6A shareholder proposal for special shareholder meetings also failed to gain approval.
  • 7The filing confirms the company held its annual shareholder meeting on November 3, 2010.

Frequently Asked Questions

This 8-K filing was made to report the official voting results from Cardinal Health, Inc.'s 2010 Annual Meeting of Shareholders, which took place on November 3, 2010. It covers the election of directors, ratification of auditors, and shareholder proposals.

Shareholders approved an amendment to the Company's Restated Code of Regulations allowing the Board of Directors to amend it. However, three key shareholder proposals were not approved: one regarding performance-based stock options, another requiring the Chairman of the Board to be an independent director, and a third concerning special shareholder meetings.

The shareholders ratified the appointment of Ernst & Young LLP as Cardinal Health, Inc.'s independent registered public accounting firm for the fiscal year ending June 30, 2011. This received very strong support from shareholders.

The voting results suggest a general alignment between management's recommendations and shareholder votes on major governance items. While directors were elected and auditors ratified with strong support, shareholder-initiated proposals aimed at increasing specific governance controls (independent chairman, special meetings, performance stock options) did not pass, indicating shareholders largely sided with the board's current approach or recommendations against these specific proposals.