Document



 
 
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 2, 2017
 
AmerisourceBergen Corporation
(Exact name of Registrant as specified in its charter)
 
Delaware
 
1-16671
 
23-3079390
(State or Other
Jurisdiction of
Incorporation or
Organization)
 
Commission File Number
 
(I.R.S. Employer
Identification
Number)
 
1300 Morris Drive
 
 
Chesterbrook, PA
 
19087
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  (610) 727-7000
 
N/A
(Former name or former address, if changed since last report.)
 
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 ( see   General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 






 






Item 5.03.     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendment to Certificate of Incorporation

On March 2, 2017, the stockholders of AmerisourceBergen Corporation (the “Company”) approved, upon recommendation of the Company’s Board of Directors, an amendment (the “Certificate of Amendment”) to Section 5.05 of the Company’s Amended and Restated Certificate of Incorporation so that directors may be removed by the Company’s stockholders with or without cause. The Certificate of Amendment became effective upon its filing with the Delaware Secretary of State on March 2, 2017.

The foregoing summary is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment to Bylaws

On March 2, 2017, the Board of Directors of the Company amended and restated the Company’s Amended and Restated Bylaws (as amended and restated, the “Amended and Restated Bylaws”), effective immediately, to add a new Section 8.05 entitled “Forum for Adjudication of Disputes.” Section 8.05 provides that, unless the Company consents in writing to the selection of an alternative forum, the Delaware Chancery Court will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine; provided, that, if the Delaware Chancery Court lacks subject matter jurisdiction, such action shall be brought in another Delaware state court (or, if no Delaware state court has jurisdiction, the federal district court for the District of Delaware).

The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07.                                        Submission of Matters to a Vote of Security Holders.
 
(a)     The Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”) was held on March 2, 2017.

(b)    Each of the five items listed below was submitted to a vote of the Company’s stockholders at the 2017 Annual Meeting and is described in more detail in the proxy statement filed by the Company with the Securities and Exchange Commission on January 20, 2017.  The final voting results are below:
 
Item 1 - Election of Directors.
 
Each of the individuals listed below was elected by the Company’s stockholders to serve as a director until the 2018 annual meeting of stockholders and until his or her successor is duly elected and qualified.
 
Nominees
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
Ornella Barra
 
123,512,180
 
1,112,285
 
135,389
 
74,825,710
 
Steven H. Collis
 
117,910,922
 
3,517,062
 
3,331,870
 
74,825,710
 
Douglas R. Conant
 
123,830,375
 
799,208
 
130,271
 
74,825,710
 
D. Mark Durcan
 
124,231,392
 
399,929
 
128,533
 
74,825,710
 
Richard W. Gochnauer
 
124,382,722
 
241,055
 
136,077
 
74,825,710
 
Lon R. Greenberg
 
124,328,134
 
301,545
 
130,175
 
74,825,710
 
Jane E. Henney, M.D.
 
119,582,757
 
5,054,826
 
122,271
 
74,825,710
 
Kathleen W. Hyle
 
124,037,976
 
594,483
 
127,395
 
74,825,710
 
Michael J. Long
 
123,714,435
 
916,536
 
128,883
 
74,825,710
 
Henry W. McGee
 
122,999,185
 
1,628,148
 
132,521
 
74,825,710
 
 





Item 2- Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2017.
 
The Company’s stockholders approved this item.  The voting results are as follows:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
193,668,284
 
5,234,264
 
683,016
 
0
 
 
Item 3 - Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.
 
The Company’s stockholders approved this item.  The voting results are as follows:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
118,066,444
 
6,167,112
 
526,298
 
74,825,710
 
 
 Item 4 - Advisory Vote on the Frequency of a Stockholder Vote on the Compensation of the Company’s Named Executive Officers.
 
The Company’s stockholders voted for holding an annual advisory vote on the compensation of the Company’s Named Executive Officers.  The voting results are as follows:
 
1YR
 
2YRS
 
3YRS
 
Abstentions
Broker Non-Votes
 
113,814,574
 
275,037
 
10,491,023
 
179,220
74,825,710
 

Item 5 -    Approval of an Amendment to the Company’s Certificate of Incorporation So That Directors May Be Removed With or Without Cause.

The Company’s stockholders approved this item. The voting results are as follows:

For
 
Against
 
Abstentions
 
Broker Non-Votes
 
195,234,600
 
2,291,997
 
2,058,967
 
0
 

(d)     In consideration of the stockholder advisory vote on Item 4 above, the Board of Directors of the Company has decided to hold an annual advisory vote on the compensation of the Named Executive Officers until the next stockholder vote on the frequency of such vote, which will be no later than the Company's 2023 annual meeting of stockholders.

Item 9.01.                                        Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit Number
 
Description of Exhibit
3.1
 
Certificate of Amendment of Amended and Restated Certificate of Incorporation of AmerisourceBergen Corporation (effective as of March 2, 2017).
3.2
 
Amended and Restated Bylaws of AmerisourceBergen Corporation (amended and restated as of March 2, 2017).
 
 
 
 
 








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.
 
 
AMERISOURCEBERGEN CORPORATION
 
 
 
March 8, 2017
By:
/s/ Tim G. Guttman
 
 
Name:
Tim G. Guttman
 
 
Title:
Executive Vice President and
Chief Financial Officer
 
















































EXHIBIT INDEX

Exhibit Number
 
Description of Exhibit
3.1
 
Certificate of Amendment of Amended and Restated Certificate of Incorporation of AmerisourceBergen Corporation (effective as of March 2, 2017).
3.2
 
Amended and Restated Bylaws of AmerisourceBergen Corporation (amended and restated as of March 2, 2017).