Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)
On
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2020 Annual Meeting of Shareholders (the "Annual Meeting")
on
For Against Abstained Broker Non-Votes Carrie S. Cox 205,174,125 27,293,657 483,051 25,584,371 Calvin Darden 201,725,234 30,682,809 542,790 25,584,371 Bruce L. Downey 226,587,884 5,833,261 529,688 25,584,371 Sheri H. Edison 231,438,517 985,911 526,405 25,584,371 David C. Evans 230,979,698 1,251,748 719,387 25,584,371 Patricia A. Hemingway Hall 204,876,640 27,551,905 522,288 25,584,371 Akhil Johri 231,242,630 960,737 747,466 25,584,371 Michael C. Kaufmann 230,920,810 1,625,331 404,692 25,584,371 Gregory B. Kenny 224,923,679 7,504,908 522,246 25,584,371 Nancy Killefer 205,039,037 27,424,933 486,863 25,584,371 J. Michael Losh 225,978,638 6,218,611 753,584 25,584,371 Dean A. Scarborough 230,827,960 1,409,666 713,207 25,584,371 John H. Weiland 230,916,129 1,284,301 750,403 25,584,371
Proposal 2. The shareholders ratified the appointment of
252,803,317 Against 5,102,818 Abstained 629,069 Broker Non-Votes --
--------------------------------------------------------------------------------
Proposal 3. The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, and voted as follows: For
142,613,827 Against 89,768,639 Abstained 568,367 Broker Non-Votes 25,584,371
Proposal 4. The shareholders approved an amendment to Section 1.2(b) of the Company's Restated Code of Regulations to lower the share ownership threshold for shareholders to request that the Company call a special meeting of shareholders to 15% from 25% and extend by 15 days the time allowed for providing notice of the special meeting and the latest date that can be set for holding the special meeting, and voted as follows: For
229,409,394 Against 3,076,861 Abstained 464,578 Broker Non-Votes 25,584,371
The Restated Code of Regulations, as amended, is filed as Exhibit 3.2 to this Form 8-K.
Proposal 5. The shareholders did not approve the shareholder proposal to reduce the share ownership threshold for calling a special meeting of the shareholders to 10%, and voted as follows: For
90,601,655 Against 141,678,940 Abstained 670,238 Broker Non-Votes 25,584,371
Proposal 6. The shareholders did not approve the shareholder proposal to adopt a policy that the Chairman of the Board be an independent director, and voted as follows: For
98,061,478 Against 134,239,373 Abstained 649,982 Broker Non-Votes 25,584,371 Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 3.2Cardinal Health, Inc. Restated Code of Regulations 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source