Form 8-K - Current report

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): August 9, 2023

_________________________________

AmerisourceBergen Corporation

(Exact name of registrant as specified in its charter)

_________________________________

Commission File Number: 1-16671

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.)

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)

_________________________________

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))

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 August 9, 2023, the Board of Directors (the “Board”) of AmerisourceBergen Corporation (the “Company”) elected Werner Baumann, 60, and Lauren Tyler, 61, to serve on the Board, effective October 1, 2023.

Prior to his retirement in May 2023, Mr. Baumann served as Chief Executive Officer and Chairman of the Board of Management of Bayer AG, a global enterprise with core competencies in the life science fields of health care and nutrition, since May 2016, and as Chief Sustainability Officer since January 2020. Mr. Baumann joined Bayer in 1988 and held numerous positions of increasing responsibility at the company, including serving as Chief Financial Officer from 2010 to 2014 and Chief Strategy and Portfolio Officer from 2014 to 2016. Mr. Baumann also served as an Executive Director on the Board of Management of Bayer from 2010 to 2016. Mr. Baumann earned his B.A. from the University of Cologne and an M.A. from RWTH Aachen University.

Ms. Tyler has served as Executive Vice President and Global Head of Human Resources at J.P. Morgan Asset & Wealth Management, a global leader in investment management, since 2015. Prior to this role, Ms. Tyler served in various leadership roles at JPMorgan Chase & Co., including as Global Chief Auditor and Global Head of Investor Relations. Ms. Tyler is a seasoned financial executive with 35 years of experience in private equity, investment banking and finance. Ms. Tyler previously served on the Board of Directors of Alleghany Corporation from January 2019 until its acquisition by Berkshire Hathaway in October 2022. Ms. Tyler earned her B.A. from Yale University and an M.B.A. from Harvard University.

The Board determined that each of Mr. Baumann and Ms. Tyler is an independent director under the standards established by the New York Stock Exchange and the Board. Effective October 1, 2023, the Board will increase from ten to twelve members in accordance with the Company’s Bylaws.

As non-employee directors of the Company, Mr. Baumann and Ms. Tyler will each be compensated for service to the Company in accordance with the Company’s Compensation Policy for Non-Employee Directors, including an annual cash retainer of $100,000 and an annual equity award having a value of $200,000 on the date of grant.

There are no related party transactions between either Mr. Baumann or Ms. Tyler and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On August 15, 2023, the Company issued a news release announcing the elections of Mr. Baumann and Ms. Tyler to the Board. A copy of the news release is attached hereto as Exhibit 99.1.

The information in this item, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description of Exhibit

99.1						News Release, dated August 15, 2023, AmerisourceBergen Corporation.

104						Cover Page Interactive Data File (formatted as inline XBRL)

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:	August 15, 2023	By:	/s/ Elizabeth S. Campbell
		Name:	Elizabeth S. Campbell
		Title:	Executive Vice President & Chief Legal Officer

Exhibit 99.1


			PRESS RELEASE
			AmerisourceBergen Corporation
			1 West First Avenue Conshohocken, PA 19428

AMERISOURCEBERGEN ELECTS WERNER BAUMANN AND LAUREN TYLER TO ITS BOARD OF DIRECTORS

CONSHOHOCKEN, PA, August 15, 2023 — AmerisourceBergen Corporation (NYSE: ABC) today announced that its Board of Directors has elected Werner Baumann and Lauren M. Tyler as new independent directors, effective October 1, 2023. With the election of Mr. Baumann and Ms. Tyler, the Board of Directors will increase from ten to twelve members, ten of whom are independent.

“We look forward to welcoming Mr. Baumann and Ms. Tyler to AmerisourceBergen’s Board of Directors. Their experience at preeminent multinational companies and unique perspectives will complement our Board’s skill sets and help oversee the company’s long-term, sustainable growth,” said Mark Durcan, Lead Independent Director.

“Werner and Lauren’s expertise in their respective fields will be invaluable as we continue executing on our long-term strategic vision,” said Steven H. Collis, Chairman, President & Chief Executive Officer. “Their experience and guidance will be particularly impactful as we become Cencora and continue to advance our role at the center of healthcare.”

Mr. Baumann formerly served as Chairman, Chief Executive Officer and Chief Sustainability Officer at Bayer AG until his retirement in May 2023. Prior to becoming Chief Executive Officer in 2016, Mr. Baumann held various leadership roles over the course of his 35-year career with the company, including Chief Strategy and Portfolio Officer and Chief Financial Officer. Mr. Baumann earned his B.A. in Economics from the University of Cologne and an M.A. in Economics from RWTH Aachen University.

Ms. Tyler currently serves as Executive Vice President and Global Head of Human Resources for J.P. Morgan Asset and Wealth Management, a role she has held since 2015. Prior to this role, Ms. Tyler served in various leadership roles at JPMorgan Chase & Co., including as Global Chief Auditor and Global Head of Investor Relations. Ms. Tyler is a seasoned financial executive with 35 years of experience in private equity, investment banking and finance. Ms. Tyler was a director at Alleghany Corporation from January 2019 until its acquisition by Berkshire Hathaway in October 2022. Ms. Tyler earned her B.A. in American Studies from Yale University and an M.B.A. from Harvard Business School.

About AmerisourceBergen

AmerisourceBergen is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world. We partner with pharmaceutical innovators across the value chain to facilitate and optimize market access to therapies. Care providers depend on us for the secure, reliable delivery of pharmaceuticals, healthcare products, and solutions. Our 46,000+ worldwide team members contribute to positive health outcomes through the power of our purpose: We are united in our responsibility to create healthier futures. AmerisourceBergen is ranked #11 on the Fortune 500 and #24 on the Global Fortune 500 with more than $200 billion in annual revenue. Learn more at investor.amerisourcebergen.com.


Contact:			Bennett S. Murphy
			Senior Vice President, Investor Relations
			610-727-3693
			bmurphy@amerisourcebergen.com

Cover	Aug. 09, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 09, 2023
Entity Registrant Name	AmerisourceBergen Corp
Entity Central Index Key	0001140859
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-16671
Entity Tax Identification Number	23-3079390
Entity Address, Address Line One	1 West First Avenue
Entity Address, City or Town	Conshohocken
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19428-1800
City Area Code	610
Local Phone Number	727-7000
Title of 12(b) Security	Common stock
Trading Symbol	ABC
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false