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

March 1, 2018
Date of Report (Date of earliest event reported)
 _________________________________
AmerisourceBergen Corporation
(Exact name of registrant as specified in its charter)
_________________________________
Delaware
 
1-16671
 
23-3079390
(State or other jurisdiction of
 
(Commission File Number)
 
(IRS Employer
incorporation)
 
 
 
Identification No.)
 
 
 
 
 
 
 
1300 Morris Drive
 
 
 
 
Chesterbrook, PA 19087
 
 
(Address of principal executive offices, including Zip Code)

(610) 727-7000
(Registrant’s telephone number, including area code) 

Not Applicable
(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:

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))

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-2of this chapter).

Emerging Growth Company o  

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. o
 





Item 5.07.                                        Submission of Matters to a Vote of Security Holders.
    
(a)     AmerisourceBergen Corporation (the "Company") held its 2018 annual meeting of stockholders (the "2018 Annual Meeting") on March 1, 2018.

(b)    Each of the eight items listed below was submitted to a vote of the Company's stockholders at the 2018 Annual Meeting and is described in more detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on January 19, 2018 (the "Definitive Proxy Statement").  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 2019 annual meeting of stockholders and until his or her successor is duly elected and qualified.
Nominees
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
Ornella Barra
 
103,172,647
 
83,868,293
 
147,355
 
15,056,498
 
Steven H. Collis
 
181,305,752
 
4,863,781
 
1,018,762
 
15,056,498
 
Douglas R. Conant
 
184,590,339
 
2,449,608
 
148,348
 
15,056,498
 
D. Mark Durcan
 
186,268,977
 
766,192
 
153,126
 
15,056,498
 
Richard W. Gochnauer
 
184,467,737
 
2,560,285
 
160,273
 
15,056,498
 
Lon R. Greenberg
 
186,410,800
 
629,454
 
148,041
 
15,056,498
 
Jane E. Henney, M.D.
 
181,859,212
 
5,241,356
 
87,727
 
15,056,498
 
Kathleen W. Hyle
 
185,839,486
 
1,258,934
 
89,875
 
15,056,498
 
Michael J. Long
 
184,127,130
 
2,917,766
 
143,399
 
15,056,498
 
Henry W. McGee
 
168,557,987
 
18,480,633
 
149,675
 
15,056,498
 

Item 2- Ratification of Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2018.

The Company's stockholders approved this item.  The voting results are as follows:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
197,297,328
 
4,860,976
 
86,489
 
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
 
178,356,233
 
8,393,371
 
438,691
 
15,056,498
 

Item 4 - Approval of an Amendment and Restatement of the AmerisourceBergen Corporation 2011 Employment Stock Purchase Plan.

The Company's stockholders approved this item. The voting results are as follows:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
186,046,900
 
932,446
 
208,949
 
15,056,498
 

Item 5 - Stockholder proposal to urge the Board of Directors to adopt a policy that the Chairman of the Board be an independent director.

The Company's stockholders did not approve this item. The voting results are as follows:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
62,300,238
 
124,519,648
 
368,409
 
15,056,498
 






Item 6 - Stockholder proposal regarding the ownership threshold for calling special meetings of stockholders.
    
The Company's stockholders did not approve this item. The voting results are as follows:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
69,720,937
 
117,176,864
 
290,494
 
15,056,498
 

Item 7 - Stockholder proposal to urge the Board of Directors to adopt a policy to disclose certain incentive compensation clawbacks.

The Company's stockholders did not approve this item. The voting results are as follows:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
63,572,552
 
123,397,599
 
218,144
 
15,056,498
 

Item 8 - Stockholder proposal to urge the Board of Directors to report to stockholders on governance measures implemented related to opioids.

The Company's stockholders did not approve this item. The voting results are as follows:
For
 
Against
 
Abstentions
 
Broker Non-Votes
 
73,295,247
 
104,499,211
 
9,393,837
 
15,056,498
 

No item other than the eight items addressed above and described in the Definitive Proxy Statement was submitted at the 2018 Annual Meeting for stockholder action.






SIGNATURE

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
 
 
Date: March 2, 2018
By:
/s/ Tim G. Guttman
 
Name:
Tim G. Guttman
 
Title:
Executive Vice President & Chief Financial Officer