8-KCorporate ChangesExhibits & Filings

Cencora, Inc. 8-K Report, Bylaw Amendment (Jan 22, 2016)

Filed January 22, 2016For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) filed an 8-K on January 22, 2016, to report significant changes to its corporate governance documents. The Board of Directors amended and restated the company's bylaws to allow for the removal of directors with or without cause, removing a previous restriction that required removal only for cause. This change aims to align with evolving corporate governance practices and potentially enhance board accountability. Furthermore, the Board recommended a proposal to amend the company's certificate of incorporation to achieve the same effect: allowing stockholders to remove directors with or without cause. This amendment is slated for stockholder approval at or before the 2017 annual meeting. The company also stated it will not enforce the existing "only for cause" director removal provision in its certificate of incorporation, reflecting a current legal interpretation in Delaware, even while awaiting formal stockholder approval.

Key Highlights

  • 1AmerisourceBergen Corporation amended its bylaws to permit the removal of directors with or without cause.
  • 2The company plans to seek stockholder approval to amend its certificate of incorporation for the same purpose.
  • 3The proposed charter amendment is targeted for approval by the 2017 annual meeting.
  • 4The company will not enforce the current "only for cause" director removal provision in its certificate of incorporation.
  • 5These changes are being made in light of a recent Delaware Chancery Court ruling.
  • 6The filing includes the Amended and Restated Bylaws as Exhibit 3.1.

Frequently Asked Questions

The primary change reported is the amendment of AmerisourceBergen Corporation's bylaws to allow directors to be removed with or without cause, rather than solely for cause. The company also plans to seek stockholder approval to amend its certificate of incorporation to reflect this change.

The company is making these changes to align with evolving corporate governance practices and in response to a recent ruling by the Delaware Chancery Court. The goal is to allow for greater flexibility and accountability in board composition.

Yes, the Board of Directors has recommended that an amendment to the certificate of incorporation be proposed for stockholder approval no later than the company's 2017 annual meeting.

Effective immediately, the company's bylaws have been updated to allow for director removal with or without cause. Additionally, the company has stated it will not enforce the existing 'only for cause' provision in its certificate of incorporation, even before formal stockholder approval of the amendment.