Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 23, 2023

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AmerisourceBergen Corporation

(Exact name of registrant as specified in its charter)

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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

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.)

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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))

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	ABC	New York Stock Exchange	(NYSE)

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 23, 2023, two members of the Board of Directors (the “Board”) of AmerisourceBergen Corporation (the “Company”), Jane E. Henney, M.D. and Michael J. Long, each informed the Company of their intent to retire as directors at the upcoming Annual Meeting of Stockholders to be held on March 9, 2023 (the “Annual Meeting”). Dr. Henney and Mr. Long each indicated an intent to continue to serve as a director of the Company until the Annual Meeting, and advised the Company that there were no disagreements between the Company and them relative to their intent to retire from the Board. Following the Annual Meeting, the Board will have 10 members.

Dr. Henney has served as a director since 2002 and currently serves as the Lead Independent Director, a member of the Board’s Executive Committee and an ex-officio member of the Board’s other standing Committees. Mr. Long has served as a director since 2006 and currently serves as Chair of the Merger Integration Committee and as a member of the Board’s Executive Committee and Governance, Sustainability & Corporate Responsibility Committee.

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

Date:	January 26, 2023	By:	/s/ Elizabeth S. Campbell
		Name:	Elizabeth S. Campbell
		Title:	Executive Vice President & Chief Legal Officer