AmerisourceBergen Corporation (NYSE:ABC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 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 |
BrokerNon-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 |
BrokerNon-Votes |
|
197,297,328 |
4,860,976 |
86,489 |
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 |
BrokerNon-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 |
BrokerNon-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 |
BrokerNon-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 |
BrokerNon-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 |
BrokerNon-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 |
BrokerNon-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.
About AmerisourceBergen Corporation (NYSE:ABC)
AmerisourceBergen Corporation is a pharmaceutical sourcing and distribution services company. The Company’s segments include Pharmaceutical Distribution and Other. The Company provides services to healthcare providers, and pharmaceutical and biotech manufacturers. As of June 30, 2016, the Pharmaceutical Distribution segment consists of two operating segments, including the operations of AmerisourceBergen Drug Corporation (ABDC) and AmerisourceBergen Specialty Group (ABSG), which distributes specialty drugs to their customers. Servicing healthcare providers in the pharmaceutical supply channel, the Pharmaceutical Distribution segment’s operations provide drug distribution and related services. The Other segment consists of the operations of various segments, including the AmerisourceBergen Consulting Services (ABCS), the World Courier Group, Inc. and the MWI Veterinary Supply, Inc. ABSG operates distribution facilities that focus primarily on complex disease treatment regimens.
