Cardinal Health (CAH) Proxy filing summary

Executive summary

• Fiscal 2026 delivered strong operational and financial results, with double-digit profit growth across all five operating segments and significant progress on strategic priorities, including expansion in Specialty, targeted acquisitions, and operational excellence initiatives.

• The Board oversaw capital allocation, risk management, and succession planning, including the transition to a new independent Chair and several committee leadership changes to align expertise with evolving oversight needs.

• Governance practices were further strengthened, with enhanced integration of enterprise risk management and active shareholder engagement representing 26% of outstanding shares.

• The company enters fiscal 2027 with strong momentum, a confident leadership team, and a focus on sustainable long-term value creation.

Voting matters and shareholder proposals

• Shareholders are asked to elect 11 director nominees, approve (advisory) executive compensation, and ratify Ernst & Young LLP as independent auditor for fiscal 2027.

• The Board recommends voting FOR all proposals.

• Shareholders may submit proposals and director nominations for the 2027 annual meeting, with proxy access provisions allowing groups holding 3%+ of shares for 3 years to nominate directors.

Board of directors and corporate governance

• The Board consists of 11 nominees with diverse backgrounds, 91% independence, 45% women, and 27% racially/ethnically diverse.

• Leadership structure includes an independent Chair, separate CEO, and independent committee chairs.

• Four standing committees: Audit, Governance and Sustainability, Human Resources and Compensation, and Risk Oversight, all composed of independent directors.

• Ongoing board refreshment, succession planning, and comprehensive director orientation and education are emphasized.

• Annual board and committee self-evaluations are conducted, with action plans developed in response to feedback.