Cencora, Inc. Files 8-K: Material Agreement & Officer Changes

TL;DR

Cencora (ABC) filed an 8-K detailing a new material agreement and executive/director changes.

AI Summary

Cencora, Inc. (formerly AmerisourceBergen Corp) announced on August 13, 2024, a material definitive agreement and changes related to its board and officers. The company also filed amendments to its articles of incorporation or bylaws and financial statement exhibits.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and potential leadership or governance adjustments, which could impact the company's strategic direction and operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers/directors, which can signal strategic shifts or governance issues that may affect the company's future performance.

Key Players & Entities

• Cencora, Inc. (company) — Registrant
• AmerisourceBergen Corp (company) — Former Company Name
• August 13, 2024 (date) — Date of Earliest Event Reported

FAQ

Filing Documents

• tm2421656d1_8k.htm (8-K) — 64KB
• tm2421656d1_ex3-1.htm (EX-3.1) — 266KB
• tm2421656d1_ex10-1.htm (EX-10.1) — 88KB
• tm2421656d1_ex10-2.htm (EX-10.2) — 9KB
• tm2421656d1_ex10-3.htm (EX-10.3) — 131KB
• 0001104659-24-090498.txt ( ) — 839KB
• cor-20240813.xsd (EX-101.SCH) — 3KB
• cor-20240813_lab.xml (EX-101.LAB) — 33KB
• cor-20240813_pre.xml (EX-101.PRE) — 22KB
• tm2421656d1_8k_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Indemnification Agreement On August 13, 2024, the Board of Directors (the "Board") of Cencora, Inc. (the "Company") approved a form of Indemnification Agreement (the "Indemnification Agreement") to be entered into with each of the members of its Board and each individual designated as an "executive officer" (each, an "Indemnitee") pursuant to Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Pursuant to the Indemnification Agreement, the Company will be required to indemnify and advance expenses on behalf of an Indemnitee to the fullest extent permitted by applicable law. The Indemnification Agreement also establishes the procedures by which an Indemnitee may request and receive indemnification. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the Indemnification Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. Amendment No. 2 to the Amended and Restated Shareholders Agreement On August 16, 2024, the Company and Walgreens Boots Alliance, Inc. ("WBA") entered into Amendment No. 2 (the "Amendment") to the Amended and Restated Shareholders Agreement, by and between the Company and WBA, dated as of June 1, 2021 (as amended by Amendment No. 1 to the Amended and Restated Shareholders Agreement, dated as of August 2, 2022, the "Shareholders Agreement"). Under Section 1.3(a) of the Shareholders Agreement, so long as WBA is entitled to nominate a director to the Board, except as required by applicable law, neither the Company nor the Board may increase the size of the Board in excess of a maximum size set forth in such subsection (the "Maximum Board Size") without the prior consent of WBA, provided that the Maximum Board Size can be increased by a maximum of one additional director for a period of up to one year (or such shorter period endin

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Named Executive Officer Employment Agreements On August 13, 2024, the Compensation and Succession Planning Committee of the Board (the "Committee") approved a new form of Employment Agreement (the "Employment Agreement") to be entered into with certain executive officers of the Company. As a result of such approval, the following named executive officers (together, the "NEOs" and each, an "NEO") will enter into the Employment Agreement with the Company: James F. Cleary, the Company's Executive Vice President and Chief Financial Officer, and Elizabeth S. Campbell, the Company's Executive Vice President and Chief Legal Officer. Upon the execution of their respective Employment Agreements, any and all prior employment agreements with such NEOs will be superseded and replaced by the terms and conditions of the Employment Agreement. Pursuant to the Employment Agreement, each NEO will be entitled to the following: Continuation of base salary in effect for the NEO, subject to increase in accordance with the Company's prevailing practice for executives from time to time; Participation in any short-term and long-term incentive programs established and/or maintained by the Company for its senior level executives generally; Participation in all incentive, savings, and retirement plans, practices, policies, and programs of the Company to at least the same extent as other senior executives of the Company; and Benefits generally provided to other senior executives of the Company. Under the Employment Agreement, the Company may terminate the NEO's employment with or without Cause (as defined in the Employment Agreement), and the NEO may terminate the NEO's employment with or without Good Reason (as defined in the Employment Agreement). If the NEO's employment is terminated by the Company without Cause or by the

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 13, 2024, the Board adopted the following amendments to the Company's Amended and Restated Bylaws (the "Bylaws" and, as amended as of August 13, 2024, the "Amended Bylaws"), effective as of August 13, 2024: Sections 2.01 and 2.02(a): to simplify the language regarding the location (if any) of annual and special meetings of stockholders. Section 2.02(b): to clarify the procedures pursuant to which stockholders of the Company may call a special meeting. Sections 2.03(a) and 2.03(b): to clarify the requirements pursuant to which the Company must provide notice of a meeting to the stockholders of record entitled to vote at any such meeting, as well as what constitutes a stockholder's waiver of any such notice. Section 2.03(c): to clarify the procedural mechanics and disclosure requirements in connection with stockholder submissions of proposals regarding other business at annual meetings of stockholders (other than proposals made pursuant to Rule 14a-8 under the the Exchange Act), including by revising and clarifying the requirements by which proposing stockholders and any Stockholder Associated Person (as defined in the Amended Bylaws) provide background information and disclosures associated with such other business, and make certain representations. Section 2.03(d): to clarify the procedural mechanics and disclosure requirements in connection with stockholder nominations of directors, including by (i) requiring that nominating stockholders, any Stockholder Associated Person and director nominees provide certain background information and disclosures in connection with such nominations, and make representations, and (ii) specifying the procedural requirements with which nominating stockholders desiring to utilize the "universal proxy rules" in Rule 14a-19 under the Exchange Act must comply. Section 2.04: to contemplate the adjournment of meetings held by means of

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Bylaws of Cencora, Inc., effective as of August 13, 2024 10.1 Form of Indemnification Agreement 10.2 Amendment No. 2 to the Amended and Restated Shareholders Agreement, dated as of August 16, 2024, by and between Cencora, Inc. and Walgreens Boots Alliance, Inc. 10.3 Form of 2024 Employment Agreement applicable to Executive Officers 104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENCORA, INC. August 16, 2024 By: /s/ Elizabeth S. Campbell Name: Elizabeth S. Campbell Title: Executive Vice President & Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR