Cardinal Health 2010 Annual Report Download - page 109

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I
tem
9
B
:
Ot
h
er In
f
ormation
N
one.
P
A
RT II
I
I
tem
10
:
D
irectors, Executive O
ff
icers an
d
Cor
p
orate Governanc
e
Certain of the information called for in this Item 10, including the information relating to directors, is
incorporated herein by reference to our Definitive Proxy Statement (which will be filed with the SEC pursuant t
o
R
egulation 14A under the Exchange Act) relating to 2010 Annual Meeting of Shareholders (the “2010 Annua
l
Meeting”) under the captions “Proposal 1—Election of Directors,” “Section 1
6
(a) Beneficial Ownership
R
eporting Compliance,” “Board of Directors and Committees of the Board—Committees of the Board o
f
Directors,” “Cor
p
orate Governance—Director Qualification Standards and Performance Assessment” an
d
“Corporate Governance—Policies on Business Ethics; Chief Legal and Compliance Officer.
”
I
nformation with res
p
ect to our executive officers a
pp
ears in Part I of this re
p
ort and is incor
p
orated herein
by reference.
I
tem
11
:Executive
C
om
p
ensatio
n
The information called for by this Item 11 is incorporated herein by reference to our Definitive Proxy
Statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to the
2010 Annual Meeting under the captions “Compensation Discussion and Analysis,” “Executive Compensation,
”
“Director Compensation” and “Corporate Governance—Risk Oversight.” The information set forth under the
subca
p
tion “Human Resources and Com
p
ensation Committee Re
p
ort” should not be deemed filed nor should i
t
be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchang
e
Act except to the extent we specifically incorporate such report by reference therein
.
I
tem
12
:
S
ecurit
y
Owners
h
i
p
o
f
Certain Bene
f
icia
l
Owners an
d
Management an
d
Re
l
ate
d
Stoc
kh
o
ld
er
Matter
s
The information relating to Security Ownership of Certain Beneficial Owners is incorporated herein b
y
r
eference to our Definitive Proxy Statement (which will be filed with the SEC pursuant to Regulation 14A under
the Exchange Act) relating to the 2010 Annual Meeting under the caption “Security Ownership of Certai
n
B
eneficial Owners and Management.
”
E
q
u
i
t
yC
om
p
ensat
i
on Plan In
f
ormat
i
on
Certain of our equity compensation plans are subject to shareholder approval and other plans have bee
n
authorized solely by the Board of Directors. The following is a description of plans that have not been approved
by shareholders.
B
roadl
y
-based E
q
uit
y
Incentive Plan, as amende
d
The Cardinal Health, Inc. Broadly-based Equity Incentive Plan, as amended (the “BEIP”), was originall
y
adopted by the Board effective November 1
5
, 1999. The term of the BEIP expired on November 14, 200
5
,an
d
no new awards are being granted under it. The BEIP provided for grants in the form of nonqualified stock
o
ptions, restricted shares and RSUs to employees except for those employees who were subject to Section 16 o
f
the Exchange Act. The aggregate number of Common Shares authorized for issuance under the BEIP wa
s
36 million with no more than 10% of the authorized amount issuable in the form of restricted shares and RSU
s
having a restriction period of less than three years.
83