Cencora Inc
For the period ended Mar 12, 2024. Filed Jan 29, 2024.
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Mar 12, 2024 · Filed Jan 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
Cencora, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
Dear Cencora shareholders:
On behalf of the Board of Directors, I want to thank you for your continued investment in Cencora.
A new identity
In fiscal 2023, Cencora pursued its purpose of creating healthier futures and executed on its strategy to create long-term, sustainable growth. The Company also rebranded from AmerisourceBergen to Cencora, establishing a unified and inclusive identity for its more than 46,000 team members that better reflects our positive impact on healthcare. The new name signifies our continued evolution to a global organization and underscores our experience and vision in connecting manufacturers, providers, pharmacies, and patients.
Continued execution on strategy
Guided by our purpose, powered by our foundation in pharmaceutical distribution, and differentiated by the breadth of pharmaceutical solutions we provide our partners, throughout fiscal 2023 we advanced our position at the center of healthcare by executing on our strategic imperatives. Key accomplishments included the acquisition of PharmaLex, a leading provider of specialized services for the life sciences industry with operations in over 30 countries, which elevates Cencora’s leadership in specialty services and provides a global platform of pharma manufacturer services capabilities. Additionally, through our investment in OneOncology, a network of leading oncology practices in the United States, we have a unique opportunity to deepen our relationship with community oncologists. Both transactions augment our core businesses and enhance our capabilities, allowing us to create differentiated value for our stakeholders.
Board succession
Over the last year, we continued to prioritize Board succession planning and welcomed Werner Baumann and Lauren Tyler as new independent directors in October 2023. Werner’s and Lauren’s extensive experience at preeminent multinational companies and expertise in their respective fields complement the Board’s existing skill set and further its ability to oversee Cencora’s efforts to achieve long-term, sustainable growth.
As previously announced, Henry McGee will not be standing for re-election at this annual meeting. A valued
member of our Board, Henry has participated in Cencora’s tremendous growth and has contributed immeasurably in his role as a director, including most recently as Chair of the Governance, Sustainability & Corporate Responsibility Committee.
On behalf of the entire Board, I extend our sincere gratitude to Henry for his service. With Henry’s departure, the Board will be comprised of eleven members, nine of whom are independent and five of whom have joined in the last five years.
Continued engagement
We are grateful for your support of the Board and Cencora. The Board remains committed to ongoing dialogue with shareholders and values your input as we continue to evolve our practices and policies. Along with our shareholder engagement efforts, your vote is an important source of feedback. We encourage you to read the information in the proxy statement and the summary annual report in its entirety.
We respectfully request your support for our voting recommendations at the 2024 Annual Meeting of Shareholders, to be held virtually on Tuesday, March 12, 2024, at 4:00 p.m. Eastern Time.
Respectfully submitted,
D. Mark Durcan
Lead Independent Director
January 29, 2024
Notice of 2024 Annual Meeting of Shareholders
| | Meeting information | |
|---|---|---|
| | Time and date Tuesday, March 12, 20244:00 p.m., Eastern Time | |
| | Virtual meeting Held virtually-only via live webcast at www.virtualshareholdermeeting.com/COR2024 | |
| | Who may vote Shareholders of record on January 16, 2024 may vote | |
| | Date of availability This notice and proxy statement, together with our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, are being made available to shareholders on or about January 29, 2024 | |
Important Notice Regarding the Availability of Proxy Materials for Cencora’s Annual Meeting of Shareholders to be held on March 12, 2024
The Proxy Statement and Annual Report on Form 10-K are available atinvestor.cencora.com andwww.proxyvote.com
Items of business
| Agenda | | | Boardrecommendation | | |||||
| 1 | | | Elect the eleven directors named in this proxy statement | | | | | For each nominee | |
| 2 | | | Conduct an advisory vote to approve the compensation of our named executive officers | | | | | For | |
| 3 | | | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024 | | | | | For | |
| 4 | | | Approve an amendment of our certificate of incorporation to provide for the exculpation of officers as permitted by Delaware law | | | | | For | |
| 5 | | | Approve miscellaneous amendments to our certificate of incorporation | | | | | For | |
| 6 | | | Vote on the shareholder proposal set forth in this proxy statement, if properly presented at the 2024 Annual Meeting | | | | | Against | |
| 7 | | | Transact any other business properly brought before the meeting | | | | |||
How to vote
It is important that your shares be represented and voted at the 2024 Annual Meeting. We urge you to vote by using any of the below methods.
| | | | Internet Visit www.proxyvote.com and follow the instructions | |
|---|---|---|---|---|
| | | | Phone Call toll-free 1.800.690.6903 inside the United States or Puerto Rico and follow the instructions | |
| | | | Mail If you received a proxy/voting instruction card by mail, you can mark, date, sign and return it in the postage-paid envelope | |
| | | | Mobile device Scan the QR code provided on your proxy/voting instruction card | |
| | | | At the meeting Attend the virtual meeting and vote online | |
By order of the Board of Directors,
Kourosh Q. Pirouz
Senior Vice President, Group General Counsel and Secretary
Conshohocken, Pennsylvania
January 29, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.