8-KOther Events

Cencora, Inc. 8-K Report, Corporate Update (May 28, 2015)

Filed May 28, 2015For Securities:COR

Summary

This 8-K filing from AmerisourceBergen Corporation (now Cencora, Inc.) on May 28, 2015, primarily disclosed the adoption of a pre-arranged stock trading plan by its President and CEO, Steven H. Collis. The plan, established under Rule 10b5-1, allows Mr. Collis to sell up to 325,786 shares of common stock. These shares are to be acquired through the exercise of stock options that are set to expire starting in February 2017. The trading plan is designed to comply with SEC regulations, ensuring that sales occur when the CEO is not in possession of material, nonpublic information. The plan is scheduled to run until June 15, 2016, and all transactions will be publicly reported via Form 4 filings. Importantly, Mr. Collis is expected to remain compliant with the company's executive stock ownership guidelines, with no material change anticipated in his overall stock ownership position.

Key Highlights

  • 1CEO Steven H. Collis adopted a Rule 10b5-1 trading plan to sell up to 325,786 shares of common stock.
  • 2The shares to be sold are acquired through the exercise of stock options scheduled to expire beginning February 2017.
  • 3The plan was adopted during an open window period, adhering to the company's insider trading policy.
  • 4Sales under the plan will occur at prevailing market prices, subject to minimum price thresholds.
  • 5The trading plan is set to terminate on June 15, 2016.
  • 6CEO Collis is expected to maintain compliance with executive stock ownership guidelines, holding stock valued at least six times his base salary.
  • 7Transactions under the plan will be disclosed publicly via Form 4 filings.

Frequently Asked Questions

The main purpose of this 8-K filing is to publicly disclose that AmerisourceBergen's President and CEO, Steven H. Collis, has adopted a pre-arranged stock trading plan (under Rule 10b5-1) for the potential sale of company shares.

The CEO is selling stock as part of a pre-arranged plan to exercise stock options that are approaching their expiration date. Rule 10b5-1 plans are designed to allow executives to sell stock at predetermined times and prices, even when they might not be privy to material non-public information. The company states that Mr. Collis does not expect this plan to materially change his ownership position and he remains subject to stock ownership guidelines, suggesting it's a planned liquidity event rather than a reflection of negative company outlook.

Under the plan, Mr. Collis can sell up to an aggregate of 325,786 shares. The plan is scheduled to terminate on June 15, 2016, and sales will occur on the open market at prevailing prices. The shares are acquired via the exercise of stock options that begin expiring in February 2017.

Yes, all transactions made under this Rule 10b5-1 plan will be publicly disclosed by the company through Form 4 filings with the Securities and Exchange Commission.