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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): February 28, 2024
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common shares (without par value)CAHNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2024, the Board of Directors (the “Board”) of Cardinal Health, Inc. (the “Company”) elected Robert W. Azelby to the Board, effective March 1, 2024, to serve until the 2024 annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation, removal from office, or death. The Board has appointed Mr. Azelby to serve on the Board's Risk Oversight Committee. Mr. Azelby is the former President and Chief Executive Officer of Eliem Therpeutics, Inc., a biotechnology company focused on developing therapies for neuronal excitability disorders.

The Board has affirmatively determined that Mr. Azelby is “independent” under the rules of the New York Stock Exchange and the rules and regulations under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").

Mr. Azelby will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Company’s proxy statement on Schedule 14A for the 2023 annual meeting of shareholders, filed with the U.S. Securities and Exchange Commission on September 27, 2023.

There are no arrangements or understandings between Mr. Azelby and any other person pursuant to which he was appointed as a director. At this time, there are no transactions in which Mr. Azelby has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Item 7.01.    Regulation FD Disclosure.

The Company issued a news release on February 28, 2024 announcing the election of Mr. Azelby to the Board, which is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
2

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: February 28, 2024  By: /s/ Jessica L. Mayer
   Name: Jessica L. Mayer
   Title: Chief Legal and Compliance Officer

3
Exhibit 99.1

image_0.jpg


Bob Azelby to join Cardinal Health Board of Directors

DUBLIN, Ohio, February 28, 2024 – Cardinal Health (NYSE: CAH) announced today that its Board of Directors has elected Robert “Bob” Azelby as an independent director, effective March 1. Mr. Azelby joins the board with over 30 years of experience, including as a Chief Executive Officer and board member for large, matrixed organizations in the biopharmaceutical, oncology and other specialty industries.
Mr. Azelby has previously served as President and Chief Executive Officer of Eliem Therapeutics, and prior to Eliem, he was the Chief Executive Officer of Alder BioPharmaceuticals. Before joining Alder BioPharmaceuticals, Mr. Azelby was the Chief Commercial Officer of Juno Therapeutics, and served 15 years in a variety of commercial roles at Amgen.
Mr. Azelby currently serves on the Boards of Directors of ADC Therapeutics and Autolus Therapeutics. He also formerly served on the Boards of Directors for Chinook Therapeutics, Eliem Therapeutics, Clovis Oncology, Immunomedics, Alder BioPharmaceuticals, and Cascadian Therapeutics.
“Bob Azelby is a highly respected healthcare industry leader with a strong track record of leading large, complex organizations as both a CEO and a board member,” said Greg Kenny, Chairman of the Board for Cardinal Health. “Bob’s vast experience and expertise within the specialty pharmaceutical arena will add great value to our company and we’re pleased to welcome him to our board.”
“Bob brings to our board more than three decades of experience and high performance across a multitude of healthcare industries, including oncology and other specialty areas, which I believe will make him a uniquely valuable addition,” said Jason Hollar, CEO of Cardinal Health. “We look forward to tapping into Bob’s extensive expertise as we continue the momentum against our strategic priorities.”
Mr. Azelby holds a BA in Economics and Religious Studies from the University of Virginia and an MBA from Harvard Business School.
About Cardinal Health
Cardinal Health is a distributor of pharmaceuticals, a global manufacturer and distributor of medical and laboratory products, and a provider of performance and data solutions for healthcare facilities. With more than 50 years in business, operations in more than 30 countries and approximately 48,000 employees globally, Cardinal Health is essential to care. Information about Cardinal Health is available at cardinalhealth.com.



Contacts
Media: Erich Timmerman, erich.timmerman@cardinalhealth.com and 614.757.8231
Investors: Matt Sims, matt.sims@cardinalhealth.com and 614.553.3661



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Cover Page
Feb. 28, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 28, 2024
Entity Registrant Name Cardinal Health, Inc.
Entity Incorporation, State or Country Code OH
Entity File Number 1-11373
Entity Tax Identification Number 31-0958666
Entity Address, Address Line One 7000 Cardinal Place
Entity Address, City or Town Dublin
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43017
City Area Code 614
Local Phone Number 757-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common shares (without par value)
Trading Symbol CAH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000721371
Amendment Flag false
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