Cardinal Health Files Proxy Statement Supplement

TL;DR

Cardinal Health filed proxy docs, shareholders vote soon.

AI Summary

Cardinal Health, Inc. filed a Definitive Additional Materials proxy statement on October 2, 2024. This filing supplements previous proxy materials and concerns the company's annual meeting. The company is incorporated in Ohio and its fiscal year ends on June 30.

Why It Matters

This filing provides additional information to shareholders regarding the company's upcoming annual meeting, ensuring they have all necessary details for voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine proxy filing, not indicating any immediate financial distress or significant operational changes.

Key Players & Entities

• CARDINAL HEALTH INC (company) — Registrant
• 7000 CARDINAL PLACE (company) — Business Address
• DUBLIN (company) — City
• OH (company) — State
• 43017 (company) — ZIP Code
• 0630 (company) — Fiscal Year End

FAQ

Key Financial Figures

• $132 million — ade payments to Masimo of approximately $132 million for product purchases. These transactio

Filing Documents

• oct2024defa14anotice.htm (DEFA14A) — 17KB
• a06432963-1_logo.jpg (GRAPHIC) — 21KB
• 0000721371-24-000109.txt ( ) — 47KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Cardinal Health, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY) No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Cardinal Health, Inc. 7000 Cardinal Place Dublin, OH 43017 SUPPLEMENT TO PROXY STATEMENT FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 6, 2024 On September 16, 2024, Cardinal Health, Inc. (the "Company") filed its definitive proxy statement (the "Proxy Statement") for the 2024 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held virtually at 800 a.m., Eastern Time, on Wednesday, November 6, 2024. The Company is filing this supplement to the Proxy Statement (the "Supplement") to update certain information regarding Michelle M. Brennan, a member of the Company's Board of Directors (the "Board") who is standing for re-election at the Annual Meeting. This Supplement should be read in conjunction with the Proxy Statement. Except as specifically supplemented by the information contained herein, this Supplement does not modify any other information set forth in the Proxy Statement. Information on how to vote your shares or change or revoke your prior vote or voting instruction, is available in the Proxy Statement. * * * * Related Person Transaction and Director Independence On September 24, 2024, Michelle M. Brennan, a member of the Board and of the Board's Audit Committee and Human Resources and Compensation Committee, was appointed interim Chief Executive Officer of Masimo Corporation ("Masimo"), a health technology and consumer electronics company . Ms. Brennan has served as a member of Masimo's board of directors since June 26, 2023. When Ms. Brennan joined Masimo's board of directors, the Company had a pre-existing contract with Masimo under which the Company purchased Masimo's products for distribution to the Company's customers. The commercial relationship was negotiated at arm's length and in the ordinary course of business and remains ongoing. From July 1, 2023 through August 31, 2024, the Company made payments to Masimo of approximately $132 million for product purchases. These transactions have been subsequently approved by the Audit Committee in accordance with the Company's Related Person Transactions Policy. Ms. Brennan has not been involved in any discussions or decisions related to the commercial relationship or transactions between Masimo and the Company. As a result of Ms. Brennan's employment relationship with Masimo and the Company's commercial relationship with Masimo, the Board has determined that Ms. Brennan no longer qualifies as an independent director. Ms. Brennan will remain a member of the Board, but in accordance with the charters of the Audit Committee and the Human Resources and Compensation Committee, she will no longer serve on those committees. Ms. Brennan remains compliant with our outside board commitment policy. Effective September 29, 2024, director Robert W. Azelby was appointed to the Audit Committee and director Gregory B. Kenny was appointed to the Human Resources and Compensation Committee.

View Full Filing

View this DEFA14A filing on SEC EDGAR