[8-K] CARDINAL HEALTH INC Reports Material Event

Rhea-AI Filing Summary

Cardinal Health (CAH) reported voting results from its 2025 Annual Meeting. Shareholders elected 12 director nominees to serve until the 2026 Annual Meeting. The advisory vote on executive compensation passed with 168,382,554 votes For, 17,271,117 Against, and 1,513,298 Abstained.

Shareholders also ratified Ernst & Young LLP as the independent auditor for the fiscal year ending June 30, 2026, with 195,705,020 For, 12,253,800 Against, and 310,216 Abstained. Director elections included standard broker non-votes of 21,102,067 across proposals where applicable.

0000721371false00007213712025-11-052025-11-05

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, 2025

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 class			Trading Symbol(s)			Name of each exchange on which registered
Common shares (without par value)			CAH			New 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 5.07.    Submission of Matters to a Vote of Security Holders.

Cardinal Health, Inc. (the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting") on November 5, 2025. See the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on September 16, 2025 (the “Proxy Statement”) for more information on the three proposals included in the Proxy Statement for the Annual Meeting.

Proposal 1. The shareholders elected the 12 nominees listed below to the Company's Board of Directors, each to serve until the 2026 Annual Meeting of Shareholders and until their successor is duly elected and qualified or until their earlier resignation, removal from office or death, and voted as follows:

Nominee			For			Against			Abstained			Broker Non-Votes
Robert W. Azelby			185,554,401			1,191,305			421,263			21,102,067
Michelle M. Brennan			185,052,838			1,709,581			404,550			21,102,067
Sheri H. Edison			185,480,029			1,078,030			608,910			21,102,067
David C. Evans			184,139,430			2,596,591			430,948			21,102,067
Patricia A. Hemingway Hall			180,874,095			5,683,892			608,982			21,102,067
Jason M. Hollar			185,671,299			1,117,772			377,898			21,102,067
Akhil Johri			186,335,823			346,745			484,401			21,102,067
Gregory B. Kenny			177,567,949			9,181,392			417,628			21,102,067
Nancy Killefer			178,927,768			7,589,047			650,154			21,102,067
Christine A. Mundkur			186,390,729			322,976			453,264			21,102,067
Robert W. Musslewhite			186,367,331			374,398			425,240			21,102,067
Sudhakar Ramakrishna			186,183,383			512,015			471,571			21,102,067

Proposal 2. The shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers ("say-on-pay" vote), and voted as follows:

For			Against			Abstained			Broker Non-Votes
168,382,554			17,271,117			1,513,298			21,102,067

Proposal 3. The shareholders ratified the appointment of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending June 30, 2026, and voted as follows:

For			Against			Abstained			Broker Non-Votes
195,705,020			12,253,800			310,216			0

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: November 6, 2025

By:

/s/ Jessica L. Mayer

Name: Jessica L. Mayer

Title: Chief Legal and Compliance Officer

3

FAQ

What did Cardinal Health (CAH) shareholders approve at the 2025 Annual Meeting?

12 directors were elected, the say‑on‑pay advisory vote passed, and Ernst & Young LLP was ratified as auditor for the fiscal year ending June 30, 2026.

How did the say-on-pay vote turn out for CAH?

The advisory vote on executive compensation received 168,382,554 For, 17,271,117 Against, and 1,513,298 Abstained votes, with 21,102,067 broker non-votes.

What were the auditor ratification results for Cardinal Health?

Shareholders ratified Ernst & Young LLP with 195,705,020 For, 12,253,800 Against, and 310,216 Abstained.

How many director nominees were elected at CAH’s 2025 meeting?

12 nominees were elected to serve until the 2026 Annual Meeting and until their successors are duly elected and qualified.

Were there broker non-votes recorded in CAH’s 2025 meeting?

Yes. Proposals with broker non-votes listed 21,102,067 broker non-votes.

When was the CAH Annual Meeting held?

The meeting was held on November 5, 2025.