8-KShareholder MattersCorporate ChangesExhibits & Filings

Cencora, Inc. 8-K Report, Bylaw Amendment (Mar 8, 2017)

Filed March 8, 2017For Securities:COR

Summary

Cencora, Inc. (formerly AmerisourceBergen Corporation) filed an 8-K on March 7, 2017, detailing key corporate governance changes approved by stockholders at their annual meeting on March 2, 2017. The most significant development is the amendment to the Certificate of Incorporation, allowing stockholders to remove directors with or without cause. This change enhances shareholder rights and corporate accountability. Additionally, the company's Board of Directors amended the Bylaws to establish the Delaware Chancery Court as the exclusive forum for certain legal disputes involving the company, its directors, officers, or employees. This move aims to streamline litigation and ensure consistent application of Delaware corporate law. The filing also provides detailed voting results from the annual meeting, indicating strong stockholder support for the election of directors, ratification of the independent auditor, executive compensation, and the proposed charter amendment.

Key Highlights

  • 1Stockholders approved an amendment to the Certificate of Incorporation enabling the removal of directors with or without cause, enhancing corporate governance and shareholder oversight.
  • 2The Board of Directors amended the Bylaws to designate the Delaware Chancery Court as the exclusive forum for specific legal disputes, aiming to centralize and streamline litigation.
  • 3All incumbent directors were elected to serve until the 2018 annual meeting, with broad support from stockholders.
  • 4Ernst & Young LLP was ratified as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2017, reflecting continued confidence in their services.
  • 5Stockholders approved the compensation of Named Executive Officers on an advisory basis, with a strong 'For' vote.
  • 6A majority of stockholders voted for an annual advisory vote on executive compensation, which the Board has committed to implementing.
  • 7The company is now Cencora, Inc. (formerly AmerisourceBergen Corporation), as indicated by the filing date context and historical name change.

Frequently Asked Questions

The primary change is the amendment to the Certificate of Incorporation, which now allows stockholders to remove directors with or without cause. This empowers shareholders with greater oversight over the board.

The company aims to create a single, exclusive venue for specific types of legal actions (such as derivative suits or breach of fiduciary duty claims) to ensure consistency in legal interpretation and potentially reduce litigation costs and complexity.

All nominated directors were elected by a significant majority of the votes cast, indicating broad stockholder confidence in the current board leadership.

Stockholders approved the compensation of the Named Executive Officers on an advisory basis with a strong 'For' vote. Furthermore, they voted in favor of holding such advisory votes annually, a decision the Board has agreed to.