8-K/AShareholder Matters

Cencora, Inc. 8-K/A Report, Shareholder Vote Results (May 19, 2011)

Filed May 19, 2011For Securities:COR

Summary

This filing is an amendment to a previous 8-K report by AmerisourceBergen Corporation (now Cencora, Inc.) and serves to clarify the company's decision regarding the frequency of "say-on-pay" advisory votes. Following a stockholder vote at the 2011 Annual Meeting, the Board of Directors has resolved to hold an annual advisory vote on executive compensation. This decision aligns with the majority preference expressed by shareholders and demonstrates a commitment to ongoing shareholder engagement on executive pay matters. The company will now include a "say-on-pay" proposal in its proxy materials annually. This practice will continue until the next required stockholder vote on the frequency, which is mandated to occur no later than the 2017 annual meeting. This move reflects an increased emphasis on transparency and responsiveness to shareholder sentiment regarding executive compensation.

Key Highlights

  • 1Amendment to a previous 8-K filing by AmerisourceBergen Corporation (now Cencora, Inc.).
  • 2The amendment clarifies the company's decision on the frequency of "say-on-pay" votes.
  • 3Stockholders voted in favor of holding an annual "say-on-pay" vote at the 2011 Annual Meeting.
  • 4The Board of Directors has decided to conduct an advisory "say-on-pay" vote every year.
  • 5This annual vote will be included in proxy materials until the next frequency determination, no later than 2017.
  • 6Demonstrates responsiveness to shareholder input on executive compensation.

Frequently Asked Questions

The primary purpose of this Form 8-K/A (Amendment No. 1) is to formally disclose AmerisourceBergen Corporation's decision, made by its Board of Directors, to hold an annual advisory "say-on-pay" vote on executive compensation, following a majority vote in favor by stockholders at the 2011 Annual Meeting.

AmerisourceBergen's Board of Directors has decided to hold an advisory "say-on-pay" vote every year in conjunction with its annual meeting of stockholders. This will continue until the next required vote on frequency, which must occur no later than the annual meeting in 2017.

Yes, the decision to hold annual "say-on-pay" votes was a direct response to the stockholder vote at the 2011 Annual Meeting, where a majority of the votes cast on the frequency proposal were in favor of an annual vote.

No, the filing explicitly states that the sole purpose of this Amendment No. 1 is to disclose the decision regarding the frequency of stockholder advisory votes on executive compensation. No other changes have been made to the original filing.