CARDINAL HEALTH, INC.

DEF 14A 1 lcah2022_def14a.htm CARDINAL HEALTH INC - DEF 14A CARDINAL HEALTH, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):
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	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.

TABLE OF CONTENTS

LETTER TO CARDINAL HEALTH SHAREHOLDERS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

PROXY SUMMARY

ABOUT US

FISCAL 2022 PERFORMANCE

CEO TRANSITION

AGREEMENT WITH ELLIOTT

OUR 2022 BOARD NOMINEES

GOVERNANCE AND BOARD HIGHLIGHTS

ADDRESSING THE OPIOID EPIDEMIC

APPROACH TO ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (“ESG”)

VIRTUAL ANNUAL MEETING

ROADMAP TO VOTING MATTERS

HOW TO VOTE IN ADVANCE OF THE ANNUAL MEETING

CORPORATE GOVERNANCE

PROPOSAL 1 — ELECTION OF DIRECTORS

BOARD MEMBERSHIP CRITERIA: WHAT WE LOOK FOR

OUR DIRECTOR NOMINEES

OUR BOARD’S COMPOSITION AND STRUCTURE

OUR BOARD’S PRIMARY ROLE AND RESPONSIBILITIES AND PROCESSES

STANDARDS OF BUSINESS CONDUCT

SHAREHOLDER ENGAGEMENT

DIRECTOR COMPENSATION

AUDIT COMMITTEE MATTERS

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR

AUDIT COMMITTEE REPORT

FEES PAID TO ERNST & YOUNG LLP

POLICY ON PRE-APPROVAL OF SERVICES PROVIDED BY ERNST & YOUNG LLP

EXECUTIVE COMPENSATION

PROPOSAL 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT

EXECUTIVE COMPENSATION TABLES

PAY RATIO DISCLOSURE

EQUITY COMPENSATION PLAN INFORMATION

SHARE OWNERSHIP INFORMATION

BENEFICIAL OWNERSHIP

DELINQUENT SECTION 16(a) REPORTS

OTHER MATTERS

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

COMMUNICATING WITH THE BOARD

SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

SUBMITTING PROXY PROPOSALS AND DIRECTOR NOMINATIONS FOR THE NEXT ANNUAL MEETING OF SHAREHOLDERS

CORPORATE GOVERNANCE DOCUMENTS

TRANSFER AGENT

ANNEX A:
USE OF NON-GAAP FINANCIAL MEASURES

A-1

EXCLUSIONS FROM NON-GAAP FINANCIAL MEASURES

A-1

FISCAL 2022 GAAP TO NON-GAAP RECONCILIATIONS


		LETTER TO CARDINAL HEALTH SHAREHOLDERS
GREGORY B. KENNY Chairman of the Board September 28, 2022		Over the past year, the Board and management have remained focused on disciplined execution of our strategic priorities to drive long-term value in the face of global economic headwinds. Although performance fell short of our stated goals, the company demonstrated resilience in the face of unprecedented inflation and supply chain constraints and laid the groundwork for a clear path forward. In August, we announced that Jason Hollar would become our next Chief Executive Officer, effective September 1. Jason served as our Chief Financial Officer beginning in May 2020 and brings a wealth of experience, including expertise in leading in dynamic and challenging environments. We look forward to leveraging Jason’s experience and are confident in his ability to lead Cardinal Health on a path to long-term growth. We are grateful for all that Mike Kaufmann contributed to our company over his nearly 32 years of service. In September, Cardinal Health entered into a cooperation agreement with Elliott Associates, L.P. and Elliott International, L.P. that included the addition of four new members to our Board and the formation of a new Business Review Committee to review the company’s business, operations, and capital allocation policy. Cardinal Health and Elliott are aligned in our objective to create value for all shareholders, and I am pleased to welcome the new members to our Board who bring considerable experience and skills in areas like healthcare and technology. In addition, Dean Scarborough and John Weiland will be leaving the Board following the annual meeting of shareholders. On behalf of the Board, I would like to thank Dean and John for their valuable contributions. These changes will bring the total number of directors to thirteen, twelve of whom are independent and eight of whom are gender or racially or ethnically diverse. FISCAL 2022 PERFORMANCE In fiscal 2022, we grew revenue and operating cash flow, and continued to streamline our cost structure, once again surpassing our enterprise cost savings target. Fiscal year 2022 revenue was $181.4 billion, a 12% increase from the prior fiscal year, and we returned $1.6 billion to our shareholders through share repurchases and dividends. While our Pharmaceutical segment profit grew 5%, our Medical segment faced challenges primarily due to inflationary impacts and global supply chain constraints. Following the fiscal year-end, we announced a detailed Medical Improvement Plan that targets Medical segment profit of at least $650 million by fiscal 2025.
+12%
REVENUE GROWTH IN FY 2022 VS FY 2021
+29%
OPERATING CASH FLOW GROWTH FY 2022 VS FY 2021


CardinalHealth / 2022 PROXY STATEMENT	3

SEC Form DEF 14A filed by Cardinal Health Inc.