This excerpt taken from the CAH DEF 14A filed Sep 28, 2007.
PROPOSAL 6 SHAREHOLDER PROPOSAL REGARDING PERFORMANCE-BASED STOCK OPTIONS
We received notice that a shareholder intends to present the following proposal at the Annual Meeting. The proposed resolution and its supporting statement, for which neither we nor the Board of Directors accept responsibility, are presented below. The proposal was submitted by William C Thompson, Jr. Comptroller, City of New York, on behalf the Boards of Trustees of the New York City Pension Funds, 1 Centre Street, Room 736, New York, New York 10007-2341 (the Pension Funds owned an aggregate of 1,346,334 common shares on May 14, 2007).
The Shareholder Proposal and the supporting statement read as follows:
RESOLVED: That the shareholders of Cardinal Health, Inc. (the Company) request the Board of Directors to adopt a policy requiring that stock options, which are granted to senior executives, as part of their compensation package, are performance-based. For the purposes of this proposal, performance-based stock options are defined as either of the following:
(1) Performance Vesting Stock Options grants which do not vest or become exercisable unless specific stock price or business performance goals are met.
(2) Index Options grants with a variable option exercise price geared to a relative external measure such as a comparable peer group or S&P industry index.
(3) Performance Accelerated Stock Options grants whose vesting is accelerated upon achievement of specific stock price or business performance goals.