Summary
This 8-K filing from Cencora, Inc. (formerly AmerisourceBergen Corporation) details the outcomes of its 2011 Annual Meeting of Stockholders. Key outcomes include the election of three Class I directors, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2011, and the approval of an amendment to the company's certificate of incorporation to allow for annual director elections. Additionally, stockholders approved the 2011 Employee Stock Purchase Plan and provided advisory votes on executive compensation and its frequency. Investors can note strong support for the independent auditor and the proposed changes to director election and stock purchase plans. While advisory votes on executive compensation were generally positive, the company indicated it would consider the results and determine the frequency of future advisory votes by early summer. The election of directors saw very high approval margins across all nominees.
Key Highlights
- 1Three Class I directors (Charles H. Cotros, Jane E. Henney, M.D., and R. David Yost) were elected to serve until the 2014 Annual Meeting of Stockholders with substantial majority support.
- 2Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2011 with overwhelming approval.
- 3Stockholders approved an amendment to the company's Certificate of Incorporation to provide for the annual election of directors, signaling a shift towards more frequent board accountability.
- 4The 2011 Employee Stock Purchase Plan was approved by a significant margin, indicating shareholder support for employee equity incentives.
- 5An advisory vote on the compensation of Named Executive Officers received majority approval.
- 6Regarding the frequency of advisory votes on executive compensation, a majority of votes were cast in favor of holding such a vote every 1 year, though other frequencies also received significant votes.