8-KLeadership ChangesMaterial AgreementsExhibits & Filings

Cencora, Inc. 8-K Report, Material Agreement (May 16, 2006)

Filed May 16, 2006For Securities:COR

Summary

This 8-K filing from AmerisourceBergen Corporation (now Cencora, Inc.) on May 15, 2006, details the adoption of a new Executive Retirement Plan and a change in the Board of Directors. The Executive Retirement Plan is designed to attract and retain senior management by providing an annual benefit of 4% of base salary and bonus for compensation exceeding the IRS limit ($220,000 for 2006). It also includes an initial benefit credit based on service since the 2001 merger, addressing a gap after previous retirement plans were frozen or curtailed. The plan's administration by Fidelity Investments and its investment performance-based accruals are key features. Additionally, the company announced the appointment of Michael J. Long to its Board of Directors, expanding the board to ten members. Mr. Long brings experience as President and COO of Arrow Electronics' North American Computer Products Group, suggesting a focus on strengthening leadership and potentially leveraging his distribution expertise. These events signal adjustments to executive compensation and corporate governance.

Key Highlights

  • 1Adoption of a new AmerisourceBergen Corporation Executive Retirement Plan aimed at executive recruitment and retention.
  • 2The plan provides an annual benefit of 4% of base salary and bonus for compensation above the IRS Section 401(a)(17) limit ($220,000 for 2006).
  • 3An initial benefit credit will be granted to eligible participants based on service from the August 2001 merger through December 31, 2005.
  • 4Fidelity Investments will administer the plan, with participant account balances reflecting investment performance.
  • 5The Board of Directors increased its size to ten members.
  • 6Michael J. Long was appointed as a Class II director, bringing his experience from Arrow Electronics, Inc.

Frequently Asked Questions

The AmerisourceBergen Corporation Executive Retirement Plan was adopted to facilitate the recruitment and retention of senior management by providing a retirement benefit designed to compensate for compensation exceeding IRS limits and to acknowledge prior service.

Eligible participants will receive an annual amount equal to 4% of their base salary and bonus for compensation exceeding the IRS annual compensation limit ($220,000 for 2006). Additionally, there will be an initial benefit credit based on service from the August 2001 merger through December 31, 2005.

Fidelity Investments will administer the plan. Participants can allocate amounts within their accounts among specified investment options, and their account balances will grow or shrink based on the performance of these underlying investments.

Michael J. Long's appointment to the Board of Directors increases its size to ten members and brings his executive experience from Arrow Electronics, Inc., a major distributor. This suggests a strengthening of the board's leadership and potentially a focus on leveraging his expertise in distribution and operations.