Independent
Tenure on this board
2.6 yrs
Also a director at
Adc Therapeutics SA (ADCT)Autolus Therapeutics PLC (AUTL)Tango Therapeutics Inc (TNGX)
11 nominees · 3 ballot items.
Shareholders will elect 11 director nominees, approve the compensation of the named executive officers on a non-binding advisory basis, and ratify Ernst & Young LLP as the independent auditor for fiscal 2027.
Elect the 11 director nominees named in the proxy statement to serve until the next annual meeting and until their successors are elected and qualified or their earlier resignation, removal, or death.
Approve, on a non-binding advisory basis, the compensation of Cardinal Health's named executive officers as disclosed in the proxy statement's CD&A and compensation tables.
Proposal 2 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to Cardinal Health’s named executive officers. The vote covers the compensation discussion and analysis, Summary Compensation Table, related tables, notes, and narrative disclosures. Management is seeking approval under Section 14A of the Exchange Act and has adopted an annual say-on-pay voting policy. The company argues that its compensation program is designed to reward financial, operational, strategic, and individual performance while emphasizing long-term stock-based incentives. Fiscal 2026 outcomes included strong annual incentive payouts and a 236% payout on the fiscal 2024–2026 performance share units, supported by strong financial results and shareholder returns. The company also highlights governance safeguards such as performance-based pay, payout caps, clawback policies, stock ownership requirements, no executive pensions, and no excise-tax gross-ups. Shareholder support for the prior year’s say-on-pay proposal was approximately 91%, and management reports that 2026 shareholder engagement continued to express support for the program’s structure. Although the vote is advisory and not binding, the Board and Compensation Committee will consider the result when evaluating executive compensation. The Board recommends voting FOR because it believes the program and reported outcomes contributed to long-term success and aligned pay with performance.
Ratify the Audit Committee's appointment of Ernst & Young LLP as Cardinal Health's independent auditor for the fiscal year ending June 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.58% | 15,292,186 | $3.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.90% | 13,717,894 | $3.3B |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 5.89% | 13,698,841 | $3.3B |
| 4 | STATE STREET CORP | 5.15% | 11,967,121 | $2.8B |
| 5 | BlackRock, Inc. | 4.33% | 10,059,592 | $2.4B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.45% | 5,709,017 | $1.4B |
| 7 | BlackRock, Inc. | 2.27% | 5,274,975 | $1.3B |
| 8 | WCM INVESTMENT MANAGEMENT, LLC | 1.77% | 4,112,461 | $971M |
| 9 | NORGES BANK | 1.60% | 3,726,422 | $885M |
| 10 | Invesco Ltd. | 0.95% | 2,211,758 | $525M |
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