Cardinal Health, Inc. (CAH)
NYSE: CAH · Real-Time Price · USD
202.85
+3.00 (1.50%)
Apr 27, 2026, 12:59 PM EDT - Market open
← View all transcripts

AGM 2019

Nov 6, 2019

Speaker 1

I'm still pleased to call to order the 2019 Annual Meeting of Shareholders. We are webcasting today's meeting and welcome our shareholders who are listening to the webcast. I'd like to begin by introducing each of our other directors who are here today. Could each of you stand as I call your name Colleen Arnold, Gary Cox, Alvin Darden, Bruce Downey, Tricia Hemingway Hall, Keel Jorey, Mike Kauffman, Nancy Killafer, Mike Losch. New Directors, Dean Scarborough, and John Wyland.

I'd also like to introduce John Rogers, Dan Valerio and Lisa Young of Ernst and Young, Independent Auditor for Cardinal Health. Each of you please stand. Also present today are Michael Yang, Lang and David Dietrich, representatives of Computershare Investor Services, Cardinal Health's transfer agent, wanting to act as Inspector of Election at this meeting. I'd now like to ask the Secretary of the meeting, Jack Adams to lead us through the formal portion of the meeting. Jack?

Speaker 2

Thank you, Greg. As you can see from our meeting agenda, we will begin by considering the proposals outlined in our proxy materials and announcing the preliminary results of the voting. When the formal portion is concluded, Mike Kauffman, our CEO, will provide a brief business report, then Mike and Greg will take questions from shareholders. Please refer to the Annual Meeting of Shareholders guidelines on the back of your agenda for future I present to you the notice of today's Annual Meeting of Shareholders and related proxy materials together with an affidavit of Computershare Investor Services certifying that the notice of annual meeting was mailed on September 20, 2019 to Cardinal Health shareholders of record at the close of business on September 9, 2019. I also have copies of the Cardinal Health Annual Report sent to shareholders containing Cardinal Health's consolidated financial statements for the fiscal year ended June 30, 2019.

According to the Inspector of Elections, approximately 257,000,000 shares, paying approximately 88% of total outstanding shares are represented at the meeting. This exceeds the majority and therefore constitutes the forum. The first item of business is the election of 12 directors, each to serve until the 2020 Annual Meeting and until his or her successor is duly elected and qualified. Twelve persons nominated by the Board are Colleen Arnold, Terry Cox, Calvin Darden, Bruce Downey, Patricia Hemingway Hall, Akhil Jorey, Michael Kauffman, Gregory Kenny, Nancy Killofer, J. Michael Walsh, Dean Scarborough and John Weiland.

The second item of business is a proposal to ratify the appointment of Ernst and Young LLP as our independent auditor for the fiscal year ending June 30, 2020. The last item of business is a proposal to approve on a non binding advisory basis the compensation of our named executive officers as disclosed in the compensation discussion and analysis, summary compensation table and the related compensation table notes and narratives the proxy statement. Anyone who wishes to vote, revoke his or her proxy can do so now by turning in his or her ballot. If you need a ballot, please raise your hand. Does anyone need a ballot?

I now declare the polls closed. The results I'm about to report to you are considered preliminary and subject to final tabulation and verification by the Inspector of Election. We will post the final results on our website atwww.cardinalhealth.com on the Investor Relations page in the next few days. On proposal number 1, the election of directors, it appears that each of the nominees director nominees has been elected. On proposal 2, ratification of the appointment of Ernst and Young as our independent auditor for fiscal 2020, it appears that this proposal is passed.

On proposal 3, to approve the compensation of our named executive officers, it appears that this proposal is passed.

Speaker 1

Thanks so much. And I'll go into the

Speaker 3

Thanks, Greg. Good morning, everyone. During today's meeting, we will be making forward looking statements. The matters addressed in these statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. For a description of these risks and uncertainties, please refer to this slide or to our SEC filings.

I'm now going to provide you a brief update on Cardinal Health and then Greg and I will answer any questions. So since our FY 2019 numbers were just recently reported with our year end being June 30, and tomorrow we will be announcing our Q1 numbers. I thought that I would only touch very lightly on our numbers today, but really focus on what we call our path forward. Our path forward is partially a refresh of our old mission, vision values, but it's also a message to our employees and our external stakeholders of what we believe the roadmap is to our success. We've broke this path forward down into 4 simple components.

1st of all, it's why we exist 2nd, where we are going 3rd, how will we succeed and 4th, what we value. Let me take some time and spend on each one of these. 1st, why we exist. We exist to deliver products and solutions to improve the lives of people every day. We really wanted our overarching statement to be something simple, easy for our employees to answer, kind of like an elevator speech when someone asks you why is Cardinal, it's very simple to remember this, but it's also very powerful.

It says exactly what we do. We do deliver products and solutions. We didn't say services, we said solutions and that was on purpose. We also wanted to make sure that it had some warmth to it, that it connected to the people, which is why we said improve the lives of people every day, because that is what Cardinal Health does. We're essential to care and our employees know that what we do matters and is important.

We then wanted to go to something a little more deep to talk about where we're headed as a company. And so this says we aspire to be healthcare's most trusted partner by building upon our scale and heritage in distribution products and solutions, while driving growth in evolving areas of healthcare through customer insights, data and analytics and focusing our resources on what matters most. When we put this together, it was very purposeful each piece. There's really 4 components in here to focus on. The first statement around being trusted partner, that is our message to both external and internal folks that everything we do should be about being that trusted partner for our customers.

That means we must have integrity. That means we must do and live up to what we say every do. And that's incredibly important to me and to all of our employees. The second phrase around building upon our scale and heritage, this is really the signal and let everyone know we're proud of what we are today. We know that at our core, we're a products company and a medical and pharmaceutical distribution company and that we're going to build upon those and that we see those as an important foundation of our growth.

The 3rd piece though around driving growth in evolving areas, that's about looking to the horizon. That is reminding everyone that while we're going to be in healthcare and we're going to build upon our core, we are going to continue to look for those evolving areas and we're going to use disciplined means to find out how to address and get after those. And finally, the last phrase around focusing our resources on what matters most, that's really about prioritization, that we can't be everything to everyone at all times. So we must pick what are those things that we want to prioritize and get after. So this is a very purposeful statement that we put together.

So speaking of scale and building upon it, here are just a few facts. I could have filled up pages here, but there is really important that we touch almost 90% of U. S. Hospitals between either being a pharmaceutical distributor for them, a medical distributor for them or having our products go through us or one of our competitors, almost every hospital in the United States knows Cardinal Health and that's an important piece of our scale. We service over 29,000 retail pharmacies and we serve more than 3,000,000 people in the home with over 46,000 medical products.

So we have incredible breadth not only across the United States, but also globally. Next thing I wanted to chat here about is give you some FY 2019 highlights. I'm going to show you the financials in a minute for briefly a 1 page, But let me just talk a little bit about the highlights before I show you those. From an operating performance, probably most importantly, we exceeded our non GAAP EPS guidance for the year. We delivered on our commitments.

We delivered double digit revenue and profit growth in very strategic areas like at our home business, our specialty business and our services business. In our capital deployment area, we generated $2,700,000,000 in operating cash flow, returning $1,200,000,000 of that to shareholders through dividends, share repurchases, And we paid down $1,100,000,000 of long term debt. And finally, from a portfolio standpoint, we had a very, very focused and disciplined approach to M and A that if a business is not a cultural fit, a strategic fit and also a financial fit, we're not going to do it. And we did do a couple of acquisitions of Marixa and M scripts this year. And we also finalized the partnership to accelerate the growth of our NAVA Health business.

So those are just a few of the highlights this year. Here are some of the actual numbers. Not going to go through these in any detail. All I would do want to say 2 things. 1 is just emphasize that we did deliver on our commitments for the year, which is incredibly important to our shareholders and to our employees.

And also, I believe we've absolutely positioned ourselves very well for FY 2020. So let me begin to wrap up with the final two components of our path forward. So I've talked about, why we exist and where are we going. So now let's talk about how we will succeed. We see it grouped into 4 different buckets.

1st of all, grow and develop our people. We can't win without our people and we must invest in them. So we are very committed to doing that. 2nd of all, we must prioritize our work. Again, we can't be everything to everyone and we need pharmacist Next, we must optimize our core.

As I said, at our core, we are a pharmaceutical distribution and medical products and distribution business and those are the by far the largest components of our company, so we must maximize those to be successful. Lastly, we must invest for growth. While we're always looking very hard at our expenses and making sure we're spending wisely, we must take some of those dollars in savings and invest it back into the company. And we've done that through capital expenditures, investments in IT systems and investments in our business. So those are the 4 components of how we will succeed.

And lastly, it's important to talk about what we value. This is a very clear message to our employees. These are not optional. These are the things that if an employee wants to work at Cardinal Health, they must exhibit these types of things. 1st and foremost, there is integrity.

That is a no you don't have integrity, you don't work at Cardinal Health. And so that is an important foundation of what we are as a company. It's something that we talk about a lot. 2nd of all, being inclusive. We want everyone to be able to bring 100% of themselves to work every single day.

So for us, being inclusive is truly an important component of being here. Innovative, It's important that we understand that things are changing very quickly in healthcare. And so every employee at every level needs to be thinking about things that we can do better and faster and more productively. And so innovative is a key trait. Accountable, we want people to be responsible for what they do and understand that what they do matters.

And lastly, mission driven. And this is something that I've seen throughout this company in my 30 years. When something is going hard for a customer, whether it be a natural disaster or situation, we are always there for them. We will make sure that they get their drugs and that healthcare continues to happen in their local area or in their entire country like we did in Puerto Rico during the Hurricane Maria. So as I wrap up here, I would say this, why, where, how and what.

We are clear on who we are, how we will get there and we know we're essential to care. I'm incredibly excited about our future. Now I'm going to turn it back to Jack Adams, who's going to facilitate any Q and A.

Speaker 2

So we now would be happy to take questions from shareholders. As noted in the guidelines distributed for this meeting, there's a limit of 1 question or comment up to 2 minutes per shareholder. When you are recognized, please stand and proceed to the microphone, introduce yourself and state the number of shares you own. Please keep your questions and comments relevant to matters of concern to Cardinal Health shareholders generally. At this time, given that our first quarter fiscal 2020 earnings call is scheduled for tomorrow morning, we won't answer any questions relating to the company's performance for the quarter.

In addition, if there is any matter which is of individual concern or which is not appropriate for general discussion, please see a member of our Investor Relations group after the meeting. So if there are any questions, yes.

Speaker 4

Good morning. Thank you. I'm Karen Zielenko. I'm here representing the International Brotherhood of Teamsters, long term shareholder of Cardinal Health, the founding member of the Investors for Opioid Accountability Coalition, whose members funds represent more than 4 $1,000,000,000,000 in invested assets. I didn't really expect to be back here this morning because Cardinal adopted the Teamsters' shareholder proposal this year calling for transparency around executive pay practices, specifically around whether the company will exclude legal and regulatory settlement costs from the calculation of pay and bonuses.

We appreciate that this year the company did not exclude opioid litigation settlement costs and we hope that they'll continue to make that decision in the coming years. We also appreciate the role, Jack, that you have played in keeping an open line of communication with us and the broader investor coalition. We think that's very important. But I am here today because we're deeply concerned with the company's decision to reappoint Director Loesch to the company's Board and to serve again as the Chair of the company's very important audit committee. The same committee whose lacks oversight of the company's opioid distribution and compliance practices not only helped fuel our country's most deadly and costly public health crisis, but opened the door to 100 of 1,000,000 in regulatory settlements and some 2,500 lawsuits now facing the company expected to lead to 1,000,000,000 as in multiples of the company's annual earnings excuse me, to settle.

This week, 4 state treasurers, the treasurers of Illinois, Rhode Island, Vermont and Connecticut, states all hard hit by the opioid epidemic announced their votes against Director Loews and urged other investors to do the same. Knowing what we know now that between 2,000 and 6 2012, years spanning Director Loge's tenure on and leading Cardinal's Audit Committee, Cardinal sold more than 10,000,000,000 prescription opioids nationwide, more than a $1,000,000,000 more than anyone else to your home state here of Ohio. We don't want to return to 2,007, 2009 level oversight. We want new rigorous oversight of Cardinal's legal regulatory compliance. No matter the vote today, and I understand he's been reelected, I'd urge the Board not to wait 2 years to refresh this position and to appoint new strong leadership to this critical committee.

We may not agree on what went wrong previously, but I hope we can agree that we can do better and that we must do better in the future. In the meantime, I would just ask, I would like to hear from Mr. Loesch, how he reflects on this past tenure and how that informs how he'll approach the job going forward. And I'd recommend since other shareholders couldn't be here today, perhaps a meeting, maybe there'd be a time where he could be available to meet with coalition members, including the state treasurers to answer questions and hear our concerns.

Speaker 1

Karen, let me start on behalf of Mike. But one is, as you know, we have an ad hoc committee that is deeply engaged and that's led by Bruce Downey regularly and that's an important part of the solution. Mike, the committee itself, Mike came in, we had a transition of some Board members last year, brought deep experience from other Boards and also new Cardinal Health. So from our view, he was he's also toward the latter part of his board eligibility. So we have a very strong group behind him, Akhil Juri, who is sitting here, who's just announced his retirement as CFO of United Technologies.

We've just added a COO and CEO, Pauline Arnold, who has a very deep IT experience. So I think we have a very deep and rich audit committee. We have a succession plan within that committee and I'm proud of who sits there. But I hear you and continue to engage as you know I have and we have.

Speaker 4

Okay. Thank you. I appreciate that. And we do appreciate many of the forms the company has adopted, including the establishment of that committee, other governance reforms and transparency. But investors have to have confidence also in the Board and in especially the audit committee given the past record.

And I think it would be important for investors to have the opportunity to meet with the closest business. Thank

Speaker 2

you. Are there any other questions? Hearing none, then why don't we declare this meeting over. Thank you very much.

Powered by