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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
On November 3, 2016, Cardinal Health, Inc. (the "Company") held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders approved the Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan (the “Amended 2011 LTIP”). Under the Amended 2011 LTIP, 30,000,000 of the Company's common shares, plus (i) 9,608,190 shares, which became available between September 6, 2011 and June 30, 2016 as a result of the share counting provisions contained in the plan prior to the Annual Meeting and which relate to shares subject to awards previously granted under prior plans that were forfeited or expired or were tendered or withheld to satisfy withholding tax liabilities on full-value awards, and (ii) after the date of the Annual Meeting, an additional 5,000,000 shares, are available for grants of stock options, stock appreciation rights, stock awards, other stock-based awards and cash awards to employees of the Company and its affiliates, including executive officers of the Company. As of September 6, 2016, the Company had issued shares and outstanding awards totaling 21,408,393 shares under the Amended 2011 LTIP, leaving 18,199,797 shares available for future issuance. The Company's board of directors (the "Board") approved the Amended 2011 LTIP on September 8, 2016, subject to shareholder approval at the Annual Meeting.
The material features of the Amended 2011 LTIP 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, 2016 (the “Proxy Statement”) in the section entitled “Proposal 3—Approval of Amended Cardinal Health, Inc. 2011 Long-Term Incentive Plan,” which description is filed with this report as Exhibit 99.1 and incorporated in this report by reference. The description of the Amended 2011 LTIP is qualified in its entirety by reference to the copy of the Amended 2011 LTIP filed with this report as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on November 3, 2016. 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 2017 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified, and voted as follows:
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Director
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For
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Against
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Abstained
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Broker Non-Votes
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David J. Anderson
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258,571,253
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318,821
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238,411
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28,809,337
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Colleen F. Arnold
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257,616,451
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1,280,363
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231,671
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28,809,337
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George S. Barrett
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248,002,107
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9,329,230
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1,797,148
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28,809,337
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Carrie S. Cox
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254,598,166
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4,298,557
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231,762
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28,809,337
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Calvin Darden
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254,303,808
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4,568,578
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256,099
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28,809,337
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Bruce L. Downey
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258,558,993
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332,987
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236,505
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28,809,337
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Patricia A. Hemingway Hall
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257,686,905
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1,210,144
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231,436
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28,809,337
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Clayton M. Jones
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258,538,120
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345,224
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245,141
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28,809,337
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Gregory B. Kenny
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255,998,344
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2,889,895
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240,246
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28,809,337
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Nancy Killefer
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256,263,945
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2,622,185
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242,355
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28,809,337
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David P. King
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255,545,976
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3,342,706
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239,803
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28,809,337
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The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2017, and voted as follows:
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For
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283,395,147
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Against
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4,302,095
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Abstained
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240,580
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Broker Non-Votes
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0
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The shareholders approved the Amended 2011 LTIP, and voted as follows:
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For
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240,197,311
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Against
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18,440,947
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Abstained
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490,154
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Broker Non-Votes
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28,809,337
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The shareholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers, and voted as follows:
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For
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241,634,387
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Against
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16,927,335
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Abstained
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566,763
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Broker Non-Votes
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28,809,337
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