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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): March 7, 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 classTrading Symbol(s)Name of each exchange on which registered
Common shares (without par value)CAHNew 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.

On March 7, 2025, the Board of Directors (the “Board”) of Cardinal Health, Inc. (the “Company”) elected Robert W. Musslewhite and Sudhakar Ramakrishna to the Board, effective immediately. Messrs. Musslewhite and Ramakrishna will serve until the 2025 annual meeting of shareholders and until their successors are elected and qualified or until their earlier resignation, removal from office, or death. The Board has appointed Mr. Musslewhite to serve on the Audit and Human Resources and Compensation Committees and has appointed Mr. Ramakrishna to serve on the Audit and Risk Oversight Committees. Mr. Musslewhite is the former Chief Executive Officer of Definitive Healthcare Corp., a provider of healthcare commercial intelligence. Mr. Ramakrishna is the President and Chief Executive Officer of SolarWinds Corporation, a provider of observability and information technology management software.

The Board has affirmatively determined that each of Messrs. Musslewhite and Ramakrishna is “independent” under the rules of the New York Stock Exchange and the rules and regulations under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").

Messrs. Musslewhite and Ramakrishna will receive compensation consistent with that received by the Company’s other non-employee directors, as described in the Company’s proxy statement on Schedule 14A for the 2024 annual meeting of shareholders, filed with the U.S. Securities and Exchange Commission on September 16, 2024.

There are no arrangements or understandings between either Messrs. Musslewhite or Ramakrishna and any other person pursuant to which they were appointed as a director. At this time, there are no transactions in which either Messrs. Musslewhite or Ramakrishna has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

Item 7.01.    Regulation FD Disclosure.

The Company issued a news release on March 10, 2025 announcing the election of Messrs. Musslewhite and Ramakrishna to the Board, which is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: March 10, 2025  By: /s/ Jessica L. Mayer
   Name: Jessica L. Mayer
   Title: Chief Legal and Compliance Officer

3
Exhibit 99.1

image_0.jpg

Robert Musslewhite and Sudhakar Ramakrishna to join
Cardinal Health Board of Directors

DUBLIN, Ohio, March 10, 2025 – Cardinal Health (NYSE:CAH) announced today that its Board of Directors has elected Robert Musslewhite, former Chief Executive Officer of Definitive Healthcare Corp., and Sudhakar Ramakrishna, President and Chief Executive Officer of SolarWinds Corporation, as independent directors, effective March 7, 2025.

With more than 20 years of leadership experience, including serving as CEO for two publicly traded companies, Mr. Musslewhite brings to the board unique expertise in advanced analytics, data, and technology across the healthcare ecosystem. Mr. Musslewhite is also an experienced board member, currently serving on the Board of Directors of CoStar Group, Inc., and previously serving as a board member for companies within the healthcare industry, including Definitive Healthcare Corp., The Advisory Board Company and Evolent Health, Inc. Mr. Musslewhite will serve as a member of the board’s Audit and Human Resources and Compensation Committees.

Mr. Ramakrishna is an experienced CEO and global technology leader with more than two decades of technology and business expertise. Mr. Ramakrishna has a history of helping matrixed organizations implement effective cybersecurity measures and navigate crises. Mr. Ramakrishna currently serves on the Board of Directors of SolarWinds Corporation and previously served on the Board of Directors of other technology companies, including Enterprise 4.0 Technology Acquisition Corp., SailPoint Technologies Holdings, Inc., Mitel Networks Corporation and Meru Networks, Inc. Mr. Ramakrishna will serve as a member of the Audit and Risk Oversight Committees.
    
“Robert brings decades of experience in leading technology-oriented healthcare companies and successfully driving rapid growth and innovation,” said Gregory Kenny, Chairman of the Board for Cardinal Health. “Robert’s expertise in strategic uses of data across healthcare systems and navigating complex business environments will be a great contribution to the board. Likewise, Sudhakar’s proven leadership in both technology and business strategy, combined with his ability to collaborate and drive results, will be a tremendous asset to the company. We are pleased to welcome them to our board and look forward to their valuable insights.”

“Robert and Sudhakar bring extensive experience and proven leadership with strong backgrounds in technology, which will be instrumental in helping us navigate complex and rapidly evolving environments,” said Jason Hollar, CEO of Cardinal Health. “Their track records of delivering results align with our culture, and we look forward to the contributions they will make to Cardinal Health.”



Robert Musslewhite – Brief Bio
Mr. Musslewhite currently serves as an advisor to a private equity firm and previously served as Chief Executive Officer of Definitive Healthcare Corp. Prior to that, he served as the Chief Executive Officer of OptumInsight, a division of UnitedHealth Group Incorporated, and before that was the Chair and Chief Executive Officer of The Advisory Board Company. He also previously held multiple positions at McKinsey & Company.

Mr. Musslewhite holds a degree in Economics from Princeton University and is a graduate of Harvard Law School.

Sudhakar Ramakrishna – Brief Bio
Mr. Ramakrishna currently serves as the President and Chief Executive Officer of SolarWinds Corporation. He previously served as the Chief Executive Officer of Pulse Secure, LLC, and prior to that he served in senior leadership roles at Citrix Systems, Inc. Mr. Ramakrishna also has held senior leadership roles at a variety of other technology companies, including Polycom, Inc., Motorola, Inc., Stoke, Inc., 3COM Corporation and U.S. Robotics Corporation.

Mr. Ramakrishna holds a Bachelor of Engineering in Computer Science and Engineering from Osmania University, a Master of Science in Computer Science from Kansas State University and a Master of Management from Northwestern University.

About Cardinal Health
Cardinal Health is a distributor of pharmaceuticals and specialty products; a global manufacturer and distributor of medical and laboratory products; a supplier of home-health and direct-to-patient products and services; an operator of nuclear pharmacies and manufacturing facilities; and a provider of performance and data solutions. Our company’s customer-centric focus drives continuous improvement and leads to innovative solutions that improve people’s lives every day. Learn more about Cardinal Health at cardinalhealth.com and in our Newsroom. 

Contacts
Media: Erich Timmerman, erich.timmerman@cardinalhealth.com and 614.757.8231
Investors: Matt Sims, matt.sims@cardinalhealth.com and 614.553.3661


v3.25.0.1
Cover Page
Mar. 07, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 07, 2025
Entity Registrant Name Cardinal Health, Inc.
Entity Incorporation, State or Country Code OH
Entity File Number 1-11373
Entity Tax Identification Number 31-0958666
Entity Address, Address Line One 7000 Cardinal Place
Entity Address, City or Town Dublin
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43017
City Area Code 614
Local Phone Number 757-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common shares (without par value)
Trading Symbol CAH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000721371
Amendment Flag false
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