Definitive Additional Materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO.      )

Filed by the Registrant x     Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

CARDINAL HEALTH, INC.

 

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

N/A

 

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

 

 

  (2) Aggregate number of securities to which transaction applies:

 

 

 

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

  (4) Proposed maximum aggregate value of transaction:

 

 

 

  (5) Total fee paid:

 

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Important Notice Regarding the Availability of Proxy Materials for the

Cardinal Health, Inc. Annual Meeting of Shareholders to be held on November 2, 2011

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the Annual Meeting of Shareholders are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:

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Easy Online Access — A Convenient Way to View Proxy Materials and Vote

When you go online to view materials, you can also vote your shares.

Step 1: Goto www.envisionreports.com/CAH and enter the validation code in the shaded bar above to view

              the materials.

Step 2: Click on Cast Your Vote or Request Materials.

Step 3: Follow the instructions on the screen and enter the validation code in the shaded bar above to log in.

Step 4: Make your selection as instructed on each screen to vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

 

   
LOGO    Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you
must request one. There is no charge to you for requesting a copy. Please make your request for a copy as
instructed on the reverse side on or before October 19, 2011 to facilitate timely delivery.

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Annual Meeting Notice

 

Cardinal Health, Inc. Annual Meeting of Shareholders will be held on November 2, 2011 at 2:00 pm Local Time, 7000 Cardinal Place, Dublin, OH 43017

The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2, 3, and 4 and a vote of 1YR on Proposal 5.

  1. Election of directors: Colleen F. Arnold, George S. Barrett, Glenn A. Britt, Carrie S. Cox, Calvin Darden, Bruce L. Downey, John F. Finn, Gregory B. Kenny, David P. King, Richard C. Notebaert, David W. Raisbeck and Jean G. Spaulding, M.D.

 

  2. Proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2012.

 

  3. Proposal to approve the Cardinal Health, Inc. 2011 Long-Term Incentive Plan.

 

  4. Proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers.

 

  5. Proposal to vote, on a non-binding advisory basis, on the frequency of future advisory votes on executive compensation.

The Board of Directors recommends a vote AGAINST Proposal 6:

 

  6. Shareholder proposal, if properly presented, regarding an amendment to our code of regulations to require that the Chairman of the Board be an independent director.

 

  7. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice and photo identification with you.

For directions to the meeting location, call our Investor Relations department at 1-614-757-4757.

 

 

 

 

 

 

 

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Here’s how to order a copy of the proxy materials and select a future delivery preference:

 

Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options
below.

 

Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions
below. If you request an email copy of current materials you will receive an email with a link to the materials.

 

PLEASE NOTE: You must use the validation code in the shaded bar on the reverse side of this notice when requesting a
set of proxy materials.

 

  g Internet – Go to www.envisionreports.com/CAH. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.

 

  g Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.

 

  g Email – Send an email to investorvote@computershare.com with “Proxy Materials Cardinal Health Inc.” in the subject line. Include in the message your full name and address, plus the validation code located in the shaded bar on the reverse side of this notice, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.

To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by October 19, 2011.