Summary
This 8-K/A filing from Cardinal Health, Inc. (CAH) primarily serves as an amendment to a previous filing, providing updated information on several key areas relevant to investors. A significant focus is on the approval of the 2011 Long-Term Incentive Plan (2011 LTIP) by shareholders at their annual meeting. This plan authorizes the issuance of up to 30 million common shares for grants to employees, including executive officers, and outlines the terms for various award types such as stock options, restricted share units, and performance share units. The filing also details specific board and committee actions, including the appointment of David P. King to the Audit Committee. Furthermore, it reports the results of the annual shareholder meeting, where directors were elected, Ernst & Young LLP was ratified as the independent auditor, and executive compensation was approved on an advisory basis. Notably, shareholders voted to hold future advisory votes on executive compensation annually. Additionally, the company announced a change in its reporting of segment profit, beginning in fiscal year 2012, to exclude amortization of acquisition-related intangible assets.
Key Highlights
- 1Shareholders approved the Cardinal Health, Inc. 2011 Long-Term Incentive Plan (2011 LTIP), making up to 30 million common shares available for equity awards.
- 2David P. King was appointed to the Audit Committee of the Board of Directors.
- 3The company will begin using a new segment profit measure in fiscal year 2012, excluding amortization of acquisition-related intangible assets.
- 4All 12 director nominees were elected by shareholders.
- 5Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2012.
- 6Shareholders approved executive compensation on a non-binding advisory basis, with a majority voting in favor of annual advisory votes.
- 7The 2011 LTIP includes provisions for vesting upon death, disability, or retirement, and 'double-trigger' vesting in the event of a change of control.