November 5 2014 Form 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2014
 
Cardinal Health, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
Ohio
 
1-11373
 
31-0958666
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
7000 Cardinal Place, Dublin, Ohio 43017
(Address of Principal Executive Offices) (Zip Code)
(614) 757-5000
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e)
On November 5, 2014, Cardinal Health, Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders approved the material terms of the performance goal under the Cardinal Health, Inc. Management Incentive Plan (the “MIP”). The MIP is designed to permit the grant of cash-settled awards that are intended to qualify for an exception to the tax deduction limits of Section 162(m) of the Internal Revenue Code of 1986. The Board approved an amendment and restatement of the MIP on August 5, 2014.
The material features of the MIP are described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on September 16, 2014 (the “Proxy Statement”) in the section entitled “Proposal No. 4—Approval of Management Incentive Plan Performance Goal,” which description is filed herewith as Exhibit 99.1 and incorporated herein by reference. The description of the MIP is qualified in its entirety by reference to the copy of the MIP filed herewith as Exhibit 10.1.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
As noted above, the Company held its Annual Meeting on November 5, 2014. For more information on the following proposals, see the Proxy Statement.
The shareholders elected the 11 nominees to the Board listed below, each to serve until the 2015 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified, and voted as follows:
Director

For

Against
Abstained
Broker Non-Votes

David J. Anderson
272,642,237

589,679

540,169

25,962,589

Colleen F. Arnold
272,544,537

707,364

520,184

25,962,589

George S. Barrett
264,934,009

7,434,137

1,403,939

25,962,589

Carrie S. Cox
271,525,038

1,725,713

521,334

25,962,589

Calvin Darden
272,629,507

616,968

525,610

25,962,589

Bruce L. Downey
272,935,361

305,795

530,929

25,962,589

Patricia A. Hemingway Hall
272,505,404

722,509

544,172

25,962,589

Clayton M. Jones
272,378,504

837,383

556,198

25,962,589

Gregory B. Kenny
267,187,175

6,053,859

531,051

25,962,589

David P. King
272,144,621

1,091,674

535,790

25,962,589

Richard C. Notebaert
269,867,014

3,369,882

535,189

25,962,589

The shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditor for the fiscal year ending June 30, 2015, and voted as follows:
For
295,979,731

Against
3,229,177

Abstained
525,766

Broker Non-Votes

0

The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and voted as follows:
For
266,414,713

Against
6,544,184

Abstained
813,188

Broker Non-Votes

25,962,589


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The shareholders approved the material terms of the performance goal under the MIP, and voted as follows:
For
267,330,642

Against
5,730,203

Abstained
711,240

Broker Non-Votes

25,962,589

The shareholders did not approve the shareholder proposal regarding political contribution disclosures, and voted as follows:
For
103,768,222

Against
149,269,235

Abstained
20,734,628

Broker Non-Votes

25,962,589

Item 8.01.    Other Events.
On November 7, 2014, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of several underwriters (the "Underwriters") for the sale by the Company of $450 million aggregate principal amount of 2.400% Senior Notes due 2019, $400 million aggregate principal amount of 3.500% Senior Notes due 2024 and $350 million aggregate principal amount of 4.500% Senior Notes due 2044 (collectively, the “New Notes”). The offering is being made by a prospectus dated August 21, 2013 and a prospectus supplement dated November 7, 2014 and filed with the SEC on November 10, 2014.
The purchase of the New Notes by the Underwriters is scheduled to close on November 19, 2014, subject to customary closing conditions. The Underwriting Agreement contemplates that the New Notes will be issued under an Indenture dated as of June 2, 2008 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
The foregoing description of the Underwriting Agreement above is a summary and is qualified in its entirety by the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference herein and as an exhibit to the Company’s registration statement on Form S-3 (File No. 333-190741) filed with the SEC on August 21, 2013.
The Company intends to use the net proceeds from the offering, together with cash on hand to the extent needed, to redeem its outstanding 4.00% Notes due 2015, 5.80% Notes due 2016, 5.85% Notes due 2017 and 6.00% Notes due 2017 (collectively, the "Existing Notes") on December 10, 2014. On November 10, 2014, the Company issued notices of redemption to the trustee for the Existing Notes to redeem the Existing Notes in full pursuant to their respective terms on December 10, 2014.
Item 9.01.    Financial Statements and Exhibits.
(d)  Exhibits.
1.1

 
Underwriting Agreement, dated November 7, 2014, among the Company, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
10.1

 
Cardinal Health, Inc. Management Incentive Plan
99.1

 
The section entitled "Proposal No. 4—Approval of Management Incentive Plan Performance Goal" appearing on pages 8-10 of the Company’s Definitive Proxy Statement (incorporated by reference to pages 8-10 of the Company’s Definitive Proxy Statement filed with the SEC on September 16, 2014, File No. 1-11373)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Cardinal Health, Inc.
(Registrant)
 
 
 
 
Date: November 10, 2014
 
 
 
By:
 
/s/ Stephen T. Falk
 
 
 
 
 
 
Name: Stephen T. Falk
 
 
 
 
 
 
Title: Executive Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX
 
1.1

 
Underwriting Agreement, dated November 7, 2014, among the Company, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
10.1

 
Cardinal Health, Inc. Management Incentive Plan
99.1

 
The section entitled "Proposal No. 4—Approval of Management Incentive Plan Performance Goal" appearing on pages 8-10 of the Company’s Definitive Proxy Statement (incorporated by reference to pages 8-10 of the Company’s Definitive Proxy Statement filed with the SEC on September 16, 2014, File No. 1-11373)

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