Item 8.01. Other Events.

In June 2019, Melissa Cohen, a purported shareholder of Cardinal Health, Inc. (the "Company"), filed an action on behalf of the Company in the U.S. District Court for the Southern District of Ohio against certain current and former members of the Company's Board of Directors alleging that the defendants breached their fiduciary duties by failing to effectively monitor the Company's distribution of controlled substances and approving certain payments of executive compensation. In December 2019 and January 2020, similar complaints were filed in the U.S. District Court for the Southern District of Ohio by purported shareholders, Stanley M. Malone and Michael Splaine, respectively. In January 2020, the court consolidated these cases under the caption In re Cardinal Health, Inc. Derivative Litigation (the "Derivative Action"). In February 2021, the court dismissed the claim with respect to executive compensation but declined to dismiss the failure to monitor claim.

In December 2021, the parties reached an agreement in principle to resolve the Derivative Action ("Settlement") and in July 2022, the court granted preliminary approval of the Settlement. Subject to final approval by the court, as part of the Settlement, the Company's director and officer's liability insurance carriers, on behalf of the defendants, will pay the Company $124 million, less any attorneys' fees and expenses awarded by the court to plaintiffs' counsel. The Settlement does not include any admission of liability.

The Company today provided notice to its stockholders of the Settlement in the form of a press release as well as this Current Report on Form 8-K, as required by the terms of the Settlement. The terms and conditions of the Settlement are set forth in the Stipulation and Agreement of Compromise, Settlement, and Release ("Stipulation") and the Notice to Cardinal Health, Inc. Stockholders of Proposed Settlement of Stockholder Derivative Action, Settlement Hearing, and Right to Appear ("Notice").

Copies of the Stipulation and Notice are attached hereto as Exhibits 99.1 and 99.2 and are incorporated by reference herein. A copy of the news release issued by the Company is attached hereto as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits

       Exhibit
          99.1   Stipulation and Agreement of Compromise, Settlement, and Release
          99.2   Notice to Cardinal Health, Inc. Stockholders of Proposed Settlement of
               Stockholder Derivative Action, Settlement Hearing, and Right to Appear
          99.3   News release issued by Cardinal Health, Inc. on July 22, 2022



                                       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: July 22, 2022     By:            /s/ JESSICA L. MAYER
                                          Jessica L. Mayer
                                          Chief Legal and Compliance Officer


                                       3

© Edgar Online, source Glimpses