8-KCorporate ChangesOther EventsExhibits & Filings

Cencora, Inc. 8-K Report, Bylaw Amendment (Nov 18, 2015)

Filed November 18, 2015For Securities:COR

Summary

This Form 8-K filing from AmerisourceBergen Corporation (now Cencora, Inc.) on November 18, 2015, primarily details significant updates to the company's governance structure and bylaws. Key changes include the adoption of a 'proxy access' provision allowing long-term, significant stockholders to nominate directors, and an upcoming leadership transition. The proxy access provision, effective for the 2017 annual meeting, permits a group of stockholders owning at least 3% of outstanding common stock for three years to nominate director candidates under specific conditions, aiming to enhance shareholder engagement. Furthermore, the filing announces planned leadership changes following the retirement of Chairman of the Board, Richard C. Gozon, in March 2016. Current President and CEO, Steven H. Collis, is slated to succeed Mr. Gozon as Chairman, and Jane E. Henney, M.D., will assume the role of Lead Independent Director. These changes signal a continued focus on corporate governance and leadership continuity.

Key Highlights

  • 1AmerisourceBergen Corporation has adopted a 'proxy access' bylaw provision, allowing eligible long-term stockholders to nominate directors for inclusion in the company's proxy materials.
  • 2The proxy access provision requires a stockholder or group (up to 20) to own at least 3% of the company's common stock for a minimum of three consecutive years.
  • 3Director nominees under proxy access can represent up to the greater of two directors or 20% of the board size.
  • 4The proxy access provision will be effective for the company's 2017 annual meeting of stockholders.
  • 5Steven H. Collis, current President and CEO, is expected to become Chairman of the Board following Richard C. Gozon's retirement in March 2016.
  • 6Jane E. Henney, M.D., is expected to be appointed Lead Independent Director of the Board.
  • 7The company also made technical amendments to its bylaws to reflect the phase-out of its classified board structure and clarify the Lead Independent Director's powers.

Frequently Asked Questions

Proxy access is a bylaw provision that allows qualifying shareholders to nominate candidates for the board of directors and have those nominees included in the company's official proxy materials. This empowers long-term, significant shareholders by giving them a more direct way to influence board composition and corporate governance.

To use proxy access, a stockholder or a group of up to 20 stockholders must have continuously owned at least 3% of the company's outstanding common stock for at least the three years preceding the nomination. They must also meet other eligibility requirements and adhere to specific notice and filing procedures with the SEC and the company.

The proxy access provision adopted by AmerisourceBergen will first be available for use with respect to the company's 2017 annual meeting of stockholders. Nominations must be submitted between 150 and 120 days before the anniversary of the previous year's proxy statement date.

Following the retirement of the current Chairman of the Board, Richard C. Gozon, in March 2016, Steven H. Collis, the current President and CEO, is expected to succeed him as Chairman. Additionally, Jane E. Henney, M.D., will become the Board's Lead Independent Director. These appointments are contingent on their re-election as directors at the March 3, 2016, annual meeting.