Cardinal Health (NYSE:CAH) recently announced steps to position the Company for long-term success, expanding on previously disclosed expansion goals. Elliott Investment Management L.P. (“Elliott”) provided feedback on these efforts. Elliott has also signed a collaboration agreement with Cardinal Health in conjunction with these projects. In addition, Elliott’s Steven Barg will join the Company’s Board of Directors.
The Sustainability Committee of the Board recommended. The Board endorsed the appointment of four new board independence directors: Steven Barg, Michelle Brennan, Sujatha Chandrasekaran, and Christine Mundkur, as part of Cardinal Health’s continued commitment to Board refreshment and the initiatives, announced today.
Cardinal Health’s Board of Directors will now include 15 members, 14 independent under the Company’s director independence requirements. In addition, Dean Scarborough and John Weiland, two incumbent Directors, have indicated their desire to leave the Board after their already elected terms this autumn and will not run for re-election at Cardinal Health’s 2022 Annual Conference, resulting in a 13-member Board. Following the Annual Meeting, Cardinal Health’s Board of Directors will comprise 54% women and 23% people of color.
According to Pressreach, Cardinal Health’s Board of Directors has also announced a new Board committee, the Business Review Committee, to support an exclusive review of the Company’s strategy, portfolio, capital-allocation framework, and operations to maximize Cardinal Health’s potential for the interests of all stakeholders. Chief Executive Officer Jason Hollar will lead the Business Review Committee, including Mr. Barg and Akhil Johri. The Committee will give recommendations to the whole Board with the aid of the Company’s legal and financial experts. In addition, the Company anticipates holding an investor day in the first half of calendar 2023 to share the Board’s findings and give additional guidance.
“Our negotiations with Jason and the Board have been pleasant and fruitful, and we are glad to have worked together to reach this agreement,” said Elliott Senior Portfolio Manager Marc Steinberg. Cardinal Health plays a crucial, market-leading position in the global healthcare system, and we have been encouraged by the Company’s willingness to take the steps required to ensure that Cardinal Health fulfills its full potential. We are sure that today’s efforts will result in significant shareholder value creation. We look forward to dealing with the Company in the future.”
The Company’s collaboration agreement with Elliott includes standard standstill, voting, confidentiality, and other terms.
Cardinal Health’s financial adviser is Goldman Sachs & Co. LLC, and its legal counsel is Wachtell, Lipton, Rosen & Katz, both of whom will assist the Business Review Committee and Board’s evaluations.
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