8-KLeadership ChangesExhibits & Filings

Cencora, Inc. 8-K Report, Executive Changes (Aug 9, 2013)

Filed August 9, 2013For Securities:COR

Summary

This 8-K filing from AmerisourceBergen Corporation (now Cencora, Inc.) on August 8, 2013, details equity awards granted to President and CEO Steven H. Collis on August 7, 2013. The awards include a stock option for 107,826 shares with an exercise price of $58.74 and a restricted stock award for 77,995 shares. These grants are structured with specific vesting conditions tied to continued employment and stock price performance, aiming to align executive compensation with shareholder value. The filing also clarifies a previous equity award adjustment. A portion of a November 2012 stock option grant to Mr. Collis had to be voided due to inadvertently exceeding the plan's annual per-person limit on equity awards. The August 2013 grant effectively replaces the value of this voided portion, ensuring Mr. Collis's compensation aligns with intended targets despite the administrative oversight.

Key Highlights

  • 1CEO Steven H. Collis received a significant equity award on August 7, 2013, comprising stock options and restricted stock.
  • 2The stock option grant is for 107,826 shares with an exercise price of $58.74, vesting over four years.
  • 3The restricted stock award is for 77,995 shares, with vesting contingent on a three-year service period and the stock price exceeding $40.21 over 90 consecutive trading days.
  • 4The August 2013 award partially compensates for a previous stock option grant made in November 2012 that was reduced due to exceeding the plan's annual per-person limit.
  • 5The company's policy for executive equity awards was revised in November 2012, shifting the review period from February/March to November annually.
  • 6The filing includes the specific award agreements as exhibits, providing detailed terms for investors to review.

Frequently Asked Questions

The August 2013 equity awards were granted to President and CEO Steven H. Collis to replace the value of a portion of a stock option granted in November 2012. This adjustment was necessary because the earlier grant inadvertently exceeded the annual limit for equity awards per person under the company's incentive plan.

The stock option award vests in four equal annual installments over four years, based on Mr. Collis's continued employment. The restricted stock award vests after a three-year service period, provided the average daily closing price of the company's common stock over the preceding 90 trading days exceeds $40.21.

In November 2012, a stock option grant to Mr. Collis inadvertently exceeded the per-person limit set by the AmerisourceBergen Corporation Equity Incentive Plan for awards made in a calendar year. Consequently, a portion of that option had to be voided, and the subsequent August 2013 grant was made to compensate for the lost value.

The company revised its policy in November 2012 to review annual equity awards in November instead of February/March. This change resulted in fiscal year 2012 and fiscal year 2013 awards being granted within the same calendar year (2012), which contributed to the inadvertent exceeding of the per-person limit for Mr. Collis's awards.