8-KLeadership ChangesRegulation FDExhibits & Filings

Cencora, Inc. 8-K Report, Executive Changes (Jan 2, 2020)

Filed January 2, 2020For Securities:COR

Summary

AmerisourceBergen Corporation (now Cencora, Inc.) announced a significant addition to its Board of Directors with the election of Dennis M. Nally, effective January 1, 2020. Mr. Nally brings extensive experience, having served as Chairman of PricewaterhouseCoopers (PwC) for two terms and holding various senior leadership roles during his 42-year tenure at the firm. His appointment is expected to strengthen the Board's governance and strategic oversight capabilities. The election of Mr. Nally, who has been deemed an independent director, increases the size of the Board from nine to ten members. He will receive compensation as a non-employee director, including an annual cash retainer and an annual equity award. This move signals the company's commitment to bringing in seasoned leadership with a proven track record in financial oversight and corporate strategy.

Key Highlights

  • 1Dennis M. Nally, former Chairman of PwC, elected to the Board of Directors.
  • 2Mr. Nally's appointment is effective immediately as of January 1, 2020.
  • 3The Board's size has increased from nine to ten members.
  • 4Mr. Nally has been determined to be an independent director.
  • 5Compensation for Mr. Nally as a non-employee director includes a $100,000 annual cash retainer and a $175,000 annual equity award.
  • 6No related party transactions requiring disclosure exist between Mr. Nally and the Company.
  • 7The election was announced via a news release filed on January 2, 2020.

Frequently Asked Questions

Dennis M. Nally is a highly experienced executive who served as the Chairman of PricewaterhouseCoopers (PwC) for two terms, from 2009 to 2016. He had a 42-year career at PwC, holding numerous senior management and executive positions, including Partner from 1985 to 2016. He is also currently a director of Morgan Stanley and Vice Chairman of The HOW Institute for Society.

Mr. Nally was elected to the Board of Directors to bring his extensive experience in financial oversight, strategic planning, and executive leadership to the company. His appointment is expected to enhance the Board's governance and strategic decision-making capabilities.

As a non-employee director, Mr. Nally will receive an annual cash retainer of $100,000 and an annual equity award valued at $175,000 on the date of grant, in accordance with the Company's Compensation Policy for Non-Employee Directors.

The filing explicitly states that there are no related party transactions between Mr. Nally and the Company that would require disclosure under Item 404(a) of Regulation S-K, indicating no apparent conflicts of interest in this regard.