Cencora Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
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Explanatory Note
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with Robert P. Mauch
On March 12, 2024, the Company and Mr. Mauch entered into an amended and restated employment agreement (the “Mauch Employment Agreement”), effective as of the Effective Date. Pursuant to the terms of the Mauch Employment Agreement: Mr. Mauch will be (i) paid an annual base salary of $1,350,000 and (ii) eligible for the same long-term and short-term incentive arrangements as provided for other executive officers of the Company, as described in the “Compensation Discussion and Analysis” section of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 29, 2024 (the “2024 Proxy Statement”). The Mauch Employment Agreement also provides for benefits and perquisites consistent with those described in the 2024 Proxy Statement for the Company’s CEO.
The Mauch Employment Agreement also provides for severance arrangements consistent with those provided to the Company’s CEO, as described under “Potential Payments Upon Termination of Employment or Change in Control” of the 2024 Proxy Statement.
Employment Agreement with Steven H. Collis
On March 12, 2024, the Company and Mr. Collis entered into an employment, transition, and release agreement (the “Collis Employment Agreement”), effective as of March 12, 2024. Pursuant to the Collis Employment Agreement, Mr. Collis will continue to serve as Chairman, President and CEO of the Company until September 30, 2024 (the “Transition Period”). For a period of one year from the Effective Date, Mr. Collis will serve as Executive Chairman of the Board (the “Executive Chairman Period”).
During the Transition Period, Mr. Collis will continue to receive his current base salary and incentive arrangements as described in the “Compensation Discussion and Analysis” and “Employment Agreements” sections of the 2024 Proxy Statement. For the Executive Chairman Period, Mr. Collis will be (i) paid a base salary of $1,000,000 and (ii) eligible for the same long-term and short-term incentive arrangements as provided for other executive officers of the Company. Mr. Collis’s benefit arrangements otherwise will remain generally aligned with his current arrangement.
Each of the Mauch Employment Agreement and the Collis Employment Agreement provide for certain restrictive covenants upon a termination of employment for any reason, including a noncompete and nonsolicitation of Company employees, confidentiality and non-disparagement covenants.
The foregoing summaries of the Mauch Employment Agreement and the Collis Employment Agreement are qualified in their entirety by reference to the full text of each such agreement, copies of which are attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K/A and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Amended and Restated Employment Agreement, dated as of March 12, 2024, between the Company and Robert P. Mauch. | |
| 10.2 | Employment, Transition, and Release Agreement, dated as of March 12, 2024, between the Company and Steven H. Collis. | |
| 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.
| Cencora, Inc. | ||
| March 15, 2024 | By: | /s/ Elizabeth S. Campbell |
| Name: Elizabeth S. Campbell | ||
| Title: Executive Vice President and Chief Legal Officer | ||