UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2024
Cencora, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-6671
| Delaware | | 23-3079390 |
(State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| | | |
1 West First Avenue Conshohocken PA | | 19428-1800 |
(Address of principal executive offices) | | (Zip Code) |
(610) 727-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common stock | COR | New York Stock Exchange (NYSE) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendment to Articles of Incorporation or Bylaws
As described under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Cencora, Inc. (the “Company”) held on March 12, 2024, the shareholders of the Company approved proposed amendments (the “Amendments”) to the Company’s certificate of incorporation to permit the exculpation of officers, as is consistent with the Delaware General Corporation Law, and to effect other miscellaneous clarifications and changes. The Amendments are described in detail under “Item 4: Approval of an amendment of the certificate of incorporation to provide for the exculpation of officers as permitted by Delaware law” and “Item 5: Approval of miscellaneous amendments to the certificate of incorporation” commencing on pages 84 and 86, respectively, of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 29, 2024 (the “Proxy Statement”) in connection with the Annual Meeting. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of incorporation, as modified by the Amendments (the “Amended and Restated Certificate of Incorporation”), which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Amended and Restated Certificate of Incorporation became effective upon its filing with the Secretary of State of the State of Delaware on March 14, 2024.
Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | The Company held its Annual Meeting on March 12, 2024. |
| (b) | Each of the five items listed below was submitted to a vote of the Company’s shareholders at the Annual Meeting and is described in more detail in the Proxy Statement. The final voting results are set forth below: |
Item 1 - Election of Directors.
Each of the individuals listed below was elected by the Company’s shareholders to serve as a director until the 2025 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified.
| Nominees | | For | | Against | | Abstentions | | Broker Non-Votes |
| Ornella Barra | | 173,871,076 | | 1,659,203 | | 181,183 | | 8,997,321 |
| Werner Baumann | | 175,342,892 | | 214,974 | | 153,596 | | 8,997,321 |
| Steven H. Collis | | 167,609,243 | | 7,068,961 | | 1,033,258 | | 8,997,321 |
| D. Mark Durcan | | 175,224,736 | | 335,132 | | 151,594 | | 8,997,321 |
| Richard W. Gochnauer | | 169,926,452 | | 5,609,416 | | 175,594 | | 8,997,321 |
| Lon R. Greenberg | | 170,454,959 | | 5,111,897 | | 144,606 | | 8,997,321 |
| Kathleen W. Hyle | | 171,180,797 | | 4,382,477 | | 148,188 | | 8,997,321 |
| Lorence H. Kim, M.D. | | 173,913,409 | | 1,645,766 | | 152,287 | | 8,997,321 |
| Redonda G. Miller, M.D. | | 169,240,543 | | 6,332,365 | | 138,554 | | 8,997,321 |
| Dennis M. Nally | | 174,129,172 | | 1,430,818 | | 151,472 | | 8,997,321 |
| Lauren M. Tyler | | 175,361,050 | | 203,108 | | 147,304 | | 8,997,321 |
Item 2 - Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.
The Company’s shareholders approved this item. The voting results were as follows:
| For | | Against | | Abstentions | | Broker Non-Votes |
| 164,272,546 | | 10,905,767 | | 533,149 | | 8,997,321 |
Item 3 - Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024.
The Company’s shareholders approved this item. The voting results were as follows:
| For | | Against | | Abstentions | | Broker Non-Votes |
| 170,700,405 | | 13,876,371 | | 132,007 | | N/A |
Item 4 – Approval of an Amendment of the Company’s Certificate of Incorporation to Provide for the Exculpation of Officers as Permitted by Delaware Law.
The Company’s shareholders approved this item. The voting results were as follows:
| For | | Against | | Abstentions | | Broker Non-Votes |
| 156,052,344 | | 19,420,865 | | 238,253 | | 8,997,321 |
Item 5 – Approval of Miscellaneous Amendments to the Company’s Certificate of Incorporation.
The Company’s shareholders approved this item. The voting results were as follows:
| For | | Against | | Abstentions | | Broker Non-Votes |
| 175,345,092 | | 117,224 | | 249,146 | | 8,997,321 |
No item other than the five items addressed above and described in the Proxy Statement was submitted at the Annual Meeting for shareholder action.
The shareholder proposal as set forth in the Proxy Statement regarding the voting standard for the election of directors was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the shareholders, with the voting results as follows:
| For | | Against | | Abstentions | | Broker Non-Votes |
| 1,283,645 | | 173,604,022 | | 823,795 | | 8,997,321 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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. |
| | | |
| March 15, 2024 | By: | /s/ Elizabeth S. Campbell |
| | | Name: Elizabeth S. Campbell |
| | | Title: Executive Vice President and Chief Legal Officer |
