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): August 7, 2019
 
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c)
On August 7, 2019, Cardinal Health, Inc.'s (the “Company's”) Board of Directors (the “Board”) appointed David C. Evans, 56, as interim Chief Financial Officer of the Company, effective September 1, 2019. Mr. Evans served as Executive Vice President and Chief Financial Officer of Battelle Memorial Institute, a private research and development organization, from 2013 until 2018. Michael C. Kaufmann will cease to be interim Chief Financial Officer on September 1, 2019. Mr. Kaufmann will continue to serve as Chief Executive Officer.
We entered into an offer letter with Mr. Evans that provides him with annualized total compensation of $2,640,000 during his time of employment with a minimum duration of five months. He will not be eligible to participate in the Company’s annual bonus or equity award programs nor its Senior Executive Severance Plan. A copy of the offer letter is attached hereto as Exhibit 10.1.
(d)
On August 7, 2019, the Board elected Dean A. Scarborough and John H. Weiland to the Board, both effective September 1, 2019, to serve until the 2019 annual meeting of shareholders and until their successors are elected and qualified. Messrs. Scarborough and Weiland were both appointed to serve on the Audit Committee of the Board. Mr. Scarborough is the retired Chairman and Chief Executive Officer of Avery Dennison Corporation. Mr. Weiland is the retired President and Chief Operating Officer of C. R. Bard, Inc.
Messrs. Scarborough and Weiland will participate in the non-management director compensation arrangements described in the Company’s definitive proxy statement for the 2018 annual meeting of shareholders filed with the Securities and Exchange Commission on September 26, 2018. Based on their dates of service, each will also receive a prorated initial grant of $32,123 of restricted share units. The Board has determined that Messrs. Scarborough and Weiland are independent under the standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines.
Item 9.01.    Financial Statements and Exhibits.
(d)  Exhibits .
10.1

 


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: August 8, 2019
 
 
 
By:
/s/ Jessica L. Mayer
 
 
 
 
 
Name: Jessica L. Mayer
 
 
 
 
 
Title: Chief Legal and Compliance Officer


3
Exhibit 10.1

EVANSDAVIDCOFFERLETTE_IMAGE1.JPG
 
Cardinal Health
7000 Cardinal Place
Dublin, Ohio 43017  
614.###.#### tel
614.###.#### fax
 


cardinalhealth.com


July 26, 2019

Mr. David C. Evans
### ##### #### ####
######, #### #####

Dear Dave,

It is with great pleasure that I confirm in writing our offer of employment to you. All of us who have met with you enthusiastically believe you represent an exceptional fit with Cardinal Health, Inc. ("Cardinal Health") and will be a superb addition to the executive management team. The major provisions of your offer are:

Position : Your initial position will be Executive Vice President, Finance, based in Dublin, Ohio and reporting to Mike Kaufmann, Chief Executive Officer, Cardinal Health. You will become Chief Financial Officer subject to approval by the Board of Directors.

Start Date : We look forward to you starting with us on July 29, 2019.

Base Salary : Your monthly salary is $220,000; it is payable bi-weekly, every other Friday, one week behind the most current workweek you’ve completed (in arrears). You will not be eligible for adjustments to your base salary rate during your employment with us without approval by the Human Resources and Compensation Committee of the Board of Directors.

Management Incentive Plan : You will not be eligible to participate in our short-term cash incentive plan, which we call the Management Incentive Plan.

Long-Term Incentive Program : You will not be eligible to participate in the Cardinal Health Long-Term Incentive program.

Well-Being Opportunities : Cardinal Health is pleased to offer a comprehensive, competitive program. On your first day of employment, you are eligible to participate in the:

•
Health, Life and Disability Plans – You will receive more information on these benefits separately and during your new hire orientation session.

•
401(k) Savings Plan – You may contribute up to 50% of your pre-tax earnings to the Plan (subject to IRS maximum limits). Currently, if you contribute 5% or more you will receive the maximum company matching contribution of 4.5%. Cardinal Health also matches contributions from below 5% at various levels, and we can provide additional details upon request. These matching dollars are immediately 100% vested. In addition to the company match, Cardinal Health may make a discretionary company contribution to your 401(k) account if you are actively employed as of June 30, 2020. This discretionary company contribution is 100% vested after three years of service. Enrollment information will be sent to you by Wells Fargo Institutional Retirement & Trust, part of the Principal Financial Group, our financial benefits service provider.



Mr. David C. Evans
Page 2 of 2



•
Deferred Compensation Plan – This plan enables you to save over the IRS limits in the qualified 401(k) plan. Cardinal Health provides a match on deferrals from eligible compensation earned between $280,000 and $380,000 and may make a discretionary company contribution to your DCP account. All contributions vest as described in the 401(k) plan. Enrollment information will be sent to you via e-mail by our Benefits department. Note that you must initially enroll within 30 days of your start date and then annually thereafter.

•
Paid Time Off – You will be eligible for Paid Time Off (“PTO”) in compliance with our PTO program. This allotment covers vacation, sick and personal days, all of which must be used during that calendar year. Based on your start date, you will be eligible to receive a pro-rated allotment of PTO for the current calendar year.

In addition to PTO, you will receive a maximum of fifty-six (56) hours of paid company holidays. Selected days may be determined by your business but typically include New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day following, and Christmas Day.

Screening : Consistent with our policies for all Cardinal Health personnel and the special consideration of our industry, this offer is contingent upon both the taking of a company paid drug screening test, the results of which must be negative, as well as an acceptable background check. These items must be completed prior to your start date.

Terms : Employment with Cardinal Health is not for any definite period of time and is terminable, with or without notice, at the will of either you or Cardinal Health at any time, for any reason. There is no contract, express or implied, of employment. However, you will be compensated for five months even if your employment is terminated before you have completed five months of service. You agree to resign employment with the Company (which will be a voluntary termination of employment) at the completion of a transition period with a new Chief Financial Officer.

Severance Plan : You will not be eligible to participate in the Cardinal Health Senior Executive Severance Plan.

Ethics : As a company founded on a core set of values, we will ask you to review the enclosed Standards of Business Conduct and sign a certificate of compliance.

If you have any questions, please feel free to call me at 614.###.####.

I'm looking forward to working together and excited about what we will accomplish!

Sincerely,

/s/ Ola M. Snow

Ola M. Snow
Chief Human Resources Officer

I accept the above offer of employment:

/s/ David C. Evans
 
 
7/28/19
Signature
 
 
Date



cc: Mike Kaufmann