Cardinal Health Proxy: Director Elections & Executive Pay

Ticker: CAH · Form: DEF 14A · Filed: Sep 16, 2024 · CIK: 721371

Cardinal Health INC DEF 14A Filing Summary
FieldDetail
CompanyCardinal Health INC (CAH)
Form TypeDEF 14A
Filed DateSep 16, 2024
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$92 million, $240 million, $3.8 billion, $1.25 billion, $226.8 b
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, board-nominees, executive-compensation, shareholder-engagement

Related Tickers: CAH

TL;DR

CAH proxy out: vote directors & exec pay. Elliott deal mentioned.

AI Summary

Cardinal Health, Inc. filed its definitive proxy statement for its 2024 Annual Meeting of Shareholders, scheduled for September 13, 2024. The filing details the election of directors, executive compensation, and highlights the company's fiscal year 2024 performance and strategic priorities. Notably, it mentions an agreement with Elliott, indicating a significant shareholder engagement or resolution.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on board composition and executive compensation, impacting the company's future direction and governance.

Risk Assessment

Risk Level: medium — Proxy statements can signal shifts in corporate strategy, executive compensation, or board composition, which may influence investor sentiment and stock performance.

Key Players & Entities

FAQ

What are the key proposals shareholders will vote on at the Annual Meeting?

Shareholders will vote on the election of directors (Proposal 1) and an advisory vote to approve the compensation of Named Executive Officers (Proposal 2).

When is the Cardinal Health Annual Meeting of Shareholders?

The Annual Meeting of Shareholders is scheduled for September 13, 2024.

What is the significance of the mention of an 'Agreement with Elliott'?

The filing mentions an 'Agreement with Elliott' under the 'Shareholder Engagement' section, suggesting a resolution or collaboration with the activist investor firm.

What information is provided regarding executive compensation?

The filing includes a Compensation Discussion and Analysis section and an advisory vote to approve the compensation of Named Executive Officers.

What are Cardinal Health's stated strategic priorities?

The filing outlines Cardinal Health's strategic priorities, though specific details are not provided in the excerpt, it is a key section for shareholders.

Filing Stats: 4,339 words · 17 min read · ~14 pages · Grade level 14.1 · Accepted 2024-09-16 16:12:06

Key Financial Figures

Filing Documents

Forward-Looking Statements

Forward-Looking Statements 13 CORPORATE GOVERNANCE 14 PROPOSAL 1 — Election of Directors 14 Board Membership Criteria: What We Look For 14 Our Director Nominees 15 Our Board's Composition and Structure 26 Our Board's Primary Role , Responsibilities , and Processes 35 Shareholder Engagement 40 Standards of Business Conduct 41 Related Person Transactions Policy and Process 41 Director Compensation 42

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 44 PROPOSAL 2 — Advisory Vote to Approve the Compensation of Our Named Executive Officers 45 Compensation Discussion and Analysis 46 Human Resources and Compensation Committee Report 62

Executive Compensation Tables

Executive Compensation Tables 63 Pay Ratio Disclosure 76 Pay Versus Performance 77 Equity Compensation Plan Information 81 AUDIT COMMITTEE MATTERS 82 PROPOSAL 3 — Ratification of Appointment of Ernst & Young LLP as Independent Auditor 82 Audit Committee Report 82 Fees Paid to Ernst & Young LLP 83 Policy on Pre-Approval of Services Provided by Ernst & Young LLP 83 SHAREHOLDER PROPOSALS 84 PROPOSAL 4 — Shareholder Proposal to Prohibit the Re- n omination of Any Director Who Fails to Receive a Majority Vote 84 SHARE OWNERSHIP INFORMATION 86 OTHER MATTERS 87 General Information About the Annual Meeting 87 Communicating with the Board 89 Shareholder Recommendations for Director Nominees 90 Submitting Proxy Proposals and Director Nominations for the Next Annual Meeting of Shareholders 90 Corporate Governance Documents 91 Transfer Agent 91 ANNEX A: USE OF NON-GAAP FINANCIAL MEASURES A- 1 Exclusions from Non-GAAP Financial Measures A- 1 Fiscal 202 4 GAAP to Non-GAAP Reconciliations A- 2 Definitions A- 2 CARDINAL HEALTH 2024 Proxy Statement 1 LETTER TO CARDINAL HEALTH SHAREHOLDERS SEPTEMBER 16, 2024 Fiscal 2024 was a year of strong financial performance at Cardinal Health, delivered in tandem with key strategic progress in the portfolio. We finished the year with continued momentum, and the Board and management team are working together to advance our strategy to maximize shareholder value creation. CONTINUED STRATEGIC FOCUS ON MAXIMIZING SHAREHOLDER VALUE We continue to advance our strategy to build upon the growth and resiliency of the Pharmaceutical and Specialty Solutions segment, execute our Global Medical Products and Distribution ("GMPD") Improvement Plan, and accelerate our growth in key areas, while optimizing our portfolio to maximize shareholder value creation. This year we took decisive actions to simplify our business and drive performance, including reorganizing our operating and segmen

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