8-KLeadership ChangesExhibits & Filings

Cencora, Inc. 8-K Report, Executive Changes (Jan 16, 2015)

Filed January 16, 2015For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) filed an 8-K on January 16, 2015, to report the appointment of Ornella Barra to its Board of Directors. This appointment follows the resignation of Gregory D. Wasson, who retired from Walgreen Co. Ms. Barra's designation is a result of a Shareholders Agreement stemming from the strategic and commercial relationship established in March 2013 between AmerisourceBergen and Walgreens (now Walgreens Boots Alliance). The strategic relationship involves a significant primary pharmaceutical distribution agreement and a global procurement joint venture for generic drugs. The Shareholders Agreement grants Walgreens Boots Alliance the right to designate a director when its ownership stake (along with certain subsidiaries) meets or exceeds 5% of Cencora's common stock. Ms. Barra's appointment signifies the continuation of this governance arrangement under the new corporate structure of Walgreens Boots Alliance.

Key Highlights

  • 1Ornella Barra appointed to the Board of Directors on January 16, 2015.
  • 2Appointment is a consequence of Gregory D. Wasson's resignation from the Board due to his retirement from Walgreen Co.
  • 3Ms. Barra's designation aligns with the Shareholders Agreement governing the strategic relationship between Cencora and Walgreens Boots Alliance.
  • 4Walgreens Boots Alliance has the right to designate a director due to its significant ownership stake (>= 5%) in Cencora.
  • 5The strategic relationship includes a major pharmaceutical distribution agreement and a joint venture for generic drug procurement.
  • 6The appointment maintains a key governance link between Cencora and its strategic partner, Walgreens Boots Alliance.

Frequently Asked Questions

Ornella Barra is currently the Executive Vice President of Walgreens Boots Alliance and President and Chief Executive of Global Wholesale and International Retail. She was appointed to the Cencora Board of Directors on January 16, 2015, as per the terms of the Shareholders Agreement, following the resignation of Gregory D. Wasson.

The Shareholders Agreement, established in March 2013, governs the strategic and commercial relationship between Cencora and Walgreens Boots Alliance. It outlines governance arrangements, including Walgreens Boots Alliance's right to designate a director to Cencora's Board, provided certain ownership thresholds are met.

The relationship, formalized in March 2013, includes a multi-billion dollar primary pharmaceutical distribution agreement where Cencora supplies Walgreens' pharmacy locations. It also involves a global procurement joint venture for generic drugs and related pharmaceutical products.

Yes, under the Shareholders Agreement, Walgreens Boots Alliance is entitled to designate a second director upon the exercise of certain warrants or the acquisition of specified shares. However, this right is contingent upon maintaining specific ownership levels (at least 5% and below 14%) of Cencora's common stock.