Summary
Cardinal Health, Inc. (CAH) filed an 8-K on June 30, 2015, to report amendments to its Restated Code of Regulations, effective immediately. The primary changes focus on corporate governance and procedural matters. Key amendments include clarifications on setting special shareholder meeting dates, requiring the full text of proposed business in shareholder notices (beyond director nominations), and refining rules for meeting chairpersons. The company also clarified procedures for calling board and committee meetings, and added a provision for emergency declarations by the State of Ohio. Notably, a new Article 8 designates Franklin County, Ohio courts as the exclusive forum for specific types of legal disputes, including derivative suits and actions arising under Ohio corporation law or the company's governing documents, unless an alternate forum is agreed upon.
Key Highlights
- 1Cardinal Health amended its Restated Code of Regulations, effective June 30, 2015.
- 2Shareholder meeting procedures were clarified, including setting special meeting dates and notice requirements for business proposals.
- 3Rules for shareholder meeting chairpersons regarding conduct regulation were updated.
- 4Procedures for calling meetings of the Board of Directors and its committees were clarified.
- 5A new provision addresses emergency declarations by the State of Ohio.
- 6A new Article 8 establishes an exclusive forum for certain legal disputes, primarily in Franklin County, Ohio.
- 7The amendments aim to enhance clarity, address technical and procedural matters, and align with Ohio corporate law.