Cencora, Inc.
For the period ended Mar 5, 2026. Filed Jan 22, 2026.
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Mar 5, 2026 · Filed Jan 22, 2026
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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
Filed by the Registrant☒
Filed by a Party other than the Registrant
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Cencora, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Dear fellow shareholders,
On behalf of our Board of Directors, I want to thank you for your continued investment in Cencora. As we approach our Annual Meeting of Shareholders on March 5, 2026, I am pleased to share some highlights of the Board’s work in fiscal 2025, including our oversight of Cencora’s pharmaceutical-centric strategy, our continued Board succession efforts, and our ongoing engagement with shareholders. We believe these actions contributed to Cencora’s fiscal 2025 revenue of $321.3 billion and total shareholder return of 40%, and have positioned Cencora for continued success in fiscal 2026 and beyond.
Advancing Cencora’s pharmaceutical-centric strategy
Fiscal 2025 was a pivotal year for Cencora as we advanced the company’s pharmaceutical-centric strategy, guided by its strategic drivers and growth priorities. Under the Board’s oversight, we made meaningful progress to enhance our service offerings in alignment with our strategy while also completing the acquisition of Retina Consultants of America, a leading management services organization, which better positions Cencora to support community-based practitioners and patients by expanding access to high-quality care and innovative research.
In addition, Cencora announced plans to invest $1.0 billion through 2030 to strengthen its U.S. distribution network and expand capacity. As we continue to invest in our business, we are also strategically refocusing the company’s portfolio to align with its long-term growth priorities. The Board believes this approach will further strengthen Cencora’s position as an end-to-end healthcare company.
Board composition
Since the 2025 Annual Meeting of Shareholders, Lori J. Ryerkerk and Ellen G. Cooper joined the Board as new independent directors on June 1, 2025 and January 20, 2026, respectively. With their significant expertise leading complex public companies, we believe that they will strengthen the Board’s oversight of the company’s operations and strategy and help drive long-term sustainable growth.
As previously announced, Ornella Barra retired from the Board on May 27, 2025, and Steven H. Collis retired from the Board on September 30, 2025. On behalf of the entire Board, I thank Ornella and Steve for their leadership and service. Upon Steve’s retirement, the Board determined that I should transition from Lead Independent Director to Board Chair on October 1, 2025. I am grateful for the opportunity to serve as Chair and to continue to represent the interests of our shareholders.
If all director nominees are elected at the Annual Meeting, the Board will be composed of eleven members, ten of whom are independent, and eight of whom have joined the Board during the past five years, reflecting our continued focus on thoughtful Board composition and effective oversight.
Shareholder engagement
The Board remains committed to active engagement with our shareholders and values your feedback as an important component of our governance practices. We encourage you to read the accompanying Proxy Statement and Annual Report and vote in accordance with the Board’s recommendations at the 2026 Annual Meeting of Shareholders, to be held virtually on March 5, 2026, at 3:30 p.m., Eastern Time.
We appreciate your continued support of Cencora. Thank you for your trust and partnership as we continue to oversee Cencora’s progress and long-term value creation.
Respectfully submitted,
D. Mark DurcanChair of the Board
January 22, 2026
Notice of 2026 annual meeting of shareholders
Meeting information
| Date and time | Thursday, March 5, 2026 at 3:30 p.m., Eastern Time |
|---|---|
| Virtual meeting | Held virtually-only via live webcast at www.virtualshareholdermeeting.com/COR2026 |
| Who may vote | Shareholders of record as of the close of business on January 12, 2026 |
| Date of availability | This notice and proxy statement, together with our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, are being made available to shareholders on or about January 22, 2026 |
Items of business
| Agenda | BoardRecommendation | |
| 1 | Elect the 11 directors named in the proxy statement | FOR each nominee |
| 2 | Conduct an advisory vote to approve the fiscal 2025 compensation of Cencora’s named executive officers | FOR |
| 3 | Ratify the appointment of Ernst & Young LLP as Cencora’s independent registered public accounting firm for fiscal 2026 | FOR |
| 4 | Transact any other business properly brought before the meeting |
By order of the Board of Directors,
Kourosh Q. Pirouz
Senior Vice President, Group General Counsel and Corporate Secretary Conshohocken, Pennsylvania
January 22, 2026
How to vote
It is important that your shares be represented and voted at the 2026 Annual Meeting. We urge you to vote by using any of the below methods.
InternetVisit www.proxyvote.com and follow the instructions
PhoneCall toll-free 1.800.690.6903 inside the United States or Puerto Rico and follow the instructions
MailIf you received a proxy/voting instruction card by mail, you can mark, date, sign, and return it in the postage-paid envelope
Mobile deviceScan the QR code provided on your proxy/voting instruction card
At the meetingAttend the virtual meeting and vote online during the meeting
Important notice regarding the availability of proxy materials for Cencora’s annual meeting of shareholders to be held on March 5, 2026The Proxy Statement and Annual Report on Form 10-K are available at investor.cencora.com and www.proxyvote.com
Table of contents
| Proxy statement summary | 4 | |
|---|---|---|
| Company highlights | 5 | |
| Board and governance matters | 12 | |
| ITEM 1: Election of directors | 12 | |
| Our board of directors | 13 | |
| Corporate governance | 26 | |
| Director compensation | 40 | |
| Overview | 40 | |
| Fiscal 2025 director compensation | 42 | |
| Executive compensation | 43 | |
| ITEM 2: Advisory vote to approve the fiscal 2025 compensation of Cencora’s named executive officers | 43 | |
| Compensation discussion and analysis | 44 | |
| Report of the Compensation Committee | 68 | |
| Executive compensation tables | 69 | |
| CEO pay ratio | 83 | |
| Pay versus performance | 84 | |
| Audit Committee matters | 89 | |
| ITEM 3: Ratification of the appointment of Ernst & Young LLP as Cencora’s independent registered public accounting firm for fiscal 2026 | 89 | |
| Selection and engagement of audit firm | 90 | |
| Audit and non-audit fees | 90 | |
| Pre-approval policies | 90 | |
| Report of the Audit Committee | 91 |
| Stock ownership information | 92 | |
|---|---|---|
| Security ownership of certain beneficial owners, officers and directors | 92 | |
| Equity compensation plan information | 94 | |
| Delinquent Section 16(a) reports | 94 | |
| Frequently asked questions about the 2026 annual meeting of shareholders and voting at the meeting | 95 | |
| Other information | 100 | |
| Requirements for submission of proxy proposals, nomination of directors and other business of shareholders | 100 | |
| Appendix A | 102 | |
| Supplemental information: GAAP to Non-GAAP reconciliation | 102 |
As used herein, the terms “Company,” “Cencora,” “we,” “us,” or “our” refer to Cencora, Inc., a Delaware corporation and its subsidiaries. References to “fiscal 2025,” “fiscal 2024,” and “fiscal 2023” refer to the fiscal years ended September 30, 2025, 2024, and 2023, respectively.
Cautionary note regarding forward-looking statements
Certain of the statements contained in this proxy statement are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Words such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “on track,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “sustain,” “synergy,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances and speak only as of the date hereof. These statements are not guarantees of future performance and are based on assumptions and estimates that could prove incorrect or could cause actual results to vary materially from those indicated.
Websites
Website addresses referenced in this proxy statement are intended to be inactive textual references, provided for convenience only, and the content on the referenced websites does not constitute a part of this proxy statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.