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): March 3, 2016

 

AmerisourceBergen Corporation

(Exact name of Registrant as specified in its charter)

 

Delaware

 

1-16671

 

23-3079390

(State or Other
Jurisdiction of
Incorporation or
Organization)

 

Commission File Number

 

(I.R.S. Employer
Identification
Number)

 

1300 Morris Drive

 

 

Chesterbrook, PA

 

19087

(Address of principal executive offices)

 

(Zip Code)

 

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

 

N/A

(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 ( see   General Instruction A.2. below):

 

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))

 

 

 



 

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

 

(b)  Richard C. Gozon, a director of AmerisourceBergen Corporation (the “Company”) since 2001 and Chairman of the Board of Directors (the “Board”) of the Company since 2006, retired from service on the Board, effective at the end of the 2016 Annual Meeting of Stockholders on March 3, 2016 (the “2016 Annual Meeting”).

 

Item 5.07.                                         Submission of Matters to a Vote of Security Holders.

 

The items listed below were submitted to a vote of the stockholders through a solicitation of proxies at the 2016 Annual Meeting.  Each proposal is described in more detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on January 22, 2016.  The final voting results are below:

 

Item 1 — Election of Directors.

 

The Company’s stockholders elected the following individuals to serve until the 2017 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.  The voting results are as follows:

 

Nominees

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

Ornella Barra

 

160,404,127

 

3,797,819

 

544,888

 

19,311,454

 

Steven H. Collis

 

157,510,419

 

3,839,976

 

3,396,439

 

19,311,454

 

Douglas R. Conant

 

163,504,584

 

687,886

 

554,364

 

19,311,454

 

D. Mark Durcan

 

163,975,927

 

212,671

 

558,236

 

19,311,454

 

Richard W. Gochnauer

 

163,526,095

 

668,500

 

552,239

 

19,311,454

 

Lon R. Greenberg

 

163,965,334

 

222,885

 

558,615

 

19,311,454

 

Jane E. Henney, M.D.

 

157,006,652

 

5,963,968

 

1,776,214

 

19,311,454

 

Kathleen W. Hyle

 

164,007,979

 

190,841

 

548,014

 

19,311,454

 

Michael J. Long

 

163,121,797

 

1,070,364

 

554,673

 

19,311,454

 

Henry W. McGee

 

159,618,054

 

3,346,778

 

1,781,992

 

19,311,454

 

 

Item 2— Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2016.

 

The Company’s stockholders approved this item.  The voting results are as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

179,498,884

 

3,975,258

 

584,146

 

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

 

157,074,462

 

6,382,148

 

1,290,224

 

19,311,454

 

 

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Item 4 — Stockholder Proposal Regarding Proxy Access.

 

The Company’s stockholders did not approve this item.  The voting results are as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

51,859,856

 

112,092,278

 

794,700

 

19,311,454

 

 

Item 7.01.                                         Regulation FD Disclosure.

 

On March 3, 2016, the Company issued a news release announcing the results of the 2016 Annual Meeting. A copy of that news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information in this Item 7.01, including the exhibit attached hereto as 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 8.01.                                         Other Events.

 

On March 3, 2016 Steven H. Collis became Chairman of the Board and Chair of the Executive Committee of the Board, succeeding Richard C. Gozon, who retired from service on the Board effective at the end of the 2016 Annual Meeting. In addition, on March 3, 2016 Jane E. Henney, M.D., assumed the newly created role of Lead Independent Director.

 

Among other responsibilities, the Lead Independent Director will preside at all meetings of the Board at which the Chairman is not present, call special meetings of the Board in accordance with the Company’s Bylaws, add Board agenda items at his or her discretion, consult with the Chairman regarding and approve Board meeting agendas, and chair executive sessions of the independent directors. The authority reserved for the Lead Independent Director is set forth in the Company’s Corporate Governance Principles, which are available on the Company’s website at www.amerisourcebergen.com.

 

The Lead Independent Director will receive an annual cash retainer of $125,000 and an annual equity award having a fair market value equal to $150,000 on the date of the grant. On March 3, 2016, the Board approved an amendment to the Company’s Compensation Policy for Non-Employee Directors to reflect the changes in the Company’s leadership structure and to provide for compensation arrangements for the Lead Independent Director. The complete text of the Company’s Compensation Policy for Non-Employee Directors, as amended, is attached as Exhibit 99.2 and incorporated herein by reference.

 

Item 9.01.                                         Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number

 

Description of Exhibit

 

 

 

99.1

 

News Release of AmerisourceBergen Corporation dated March 3, 2016.

 

 

 

99.2

 

AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as of March 3, 2016.

 

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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

 

 

 

 

 

March 9, 2016

By:

/s/ Tim G. Guttman

 

 

Name:

Tim G. Guttman

 

 

Title:

Executive Vice President and

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit Number

 

Description of Exhibit

 

 

 

99.1

 

News Release of AmerisourceBergen Corporation dated March 3, 2016.

 

 

 

99.2

 

AmerisourceBergen Corporation Compensation Policy for Non-Employee Directors, effective as of March 3, 2016.

 

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Exhibit 99.1

 

 

 

AmerisourceBergen Corporation

P.O. Box 959

Valley Forge, PA 19482

 

Contact:

Barbara Brungess

 

Vice President, Corporate & Investor Relations

 

610-727-7199

 

bbrungess@amerisourcebergen.com

 

AMERISOURCEBERGEN ANNOUNCES RESULTS OF

ANNUAL MEETING OF STOCKHOLDERS

STEVEN H. COLLIS APPOINTED CHAIRMAN OF BOARD OF DIRECTORS

JANE E. HENNEY, M.D. APPOINTED LEAD INDEPENDENT DIRECTOR

 

PHILADELPHIA, PA, March 3, 2016 — At the AmerisourceBergen Corporation (NYSE: ABC) annual meeting of stockholders, held today in Philadelphia, Pennsylvania, stockholders elected ten directors to serve for a one-year term:  Steven H. Collis, Ornella Barra, Douglas R. Conant, D. Mark Durcan, Richard W. Gochnauer, Lon R. Greenberg, Jane E. Henney, M.D., Kathleen W. Hyle, Michael J. Long, and Henry W. McGee. Following the conclusion of the meeting, Richard C. Gozon retired from the Board of Directors and Steven H. Collis became Chairman of the Board, effective immediately.  Mr. Collis has served as a director of the Company since May 2011 and as President and Chief Executive Officer of the Company since July 2011. In addition, Jane E. Henney, M.D., Chair of the Governance and Nominating Committee, became Lead Independent Director, effective immediately. Dr. Henney has served as a director of the Company since January 2002.

 

“On behalf of the entire Board, I want to thank Dick for his many years of exemplary service to AmerisourceBergen,” said Collis.  “I am honored to serve as Chairman of the Board of Directors.  With the support of the Board, we will continue to drive stockholder value through our long-term strategic plans for sustainable growth and the disciplined deployment of capital.”

 

“I extend my sincere gratitude to Dick for the many contributions that he has made to the success of AmerisourceBergen and congratulate him on his retirement,” said Jane E. Henney, M.D.  “We will seek to build on the sound practices that were instituted during his tenure, so that AmerisourceBergen continues to be a leader in corporate governance.”

 

The AmerisourceBergen Board of Directors is comprised of ten members, all of whom are independent directors, except Chairman, President and Chief Executive Officer Steven H. Collis and

 



 

director Ornella Barra. Detailed biographies for all board members are available in the Company’s 2016 proxy statement and on its website www.amerisourcebergen.com.

 

During the annual meeting, stockholders also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2016 and approved the compensation of the Company’s named executive officers.  The Company’s stockholders did not approve a stockholder proposal regarding proxy access.

 

About AmerisourceBergen

 

AmerisourceBergen is one of the largest global pharmaceutical sourcing and distribution services companies, helping both healthcare providers and pharmaceutical and biotech manufacturers improve patient access to products and enhance patient care. With services ranging from drug distribution and niche premium logistics to reimbursement and pharmaceutical consulting services, AmerisourceBergen delivers innovative programs and solutions across the pharmaceutical supply channel in human and animal health. With over $135 billion in annual revenue, AmerisourceBergen is headquartered in Valley Forge, PA, and employs approximately 18,000 people. AmerisourceBergen is ranked #16 on the Fortune 500 list. For more information, go to www.amerisourcebergen.com.

 

AmerisourceBergen’s Cautionary Note Regarding Forward-Looking Statements

 

Certain of the statements contained in this news release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “expect,” “likely,” “outlook,” “forecast,” “would,” “could,” “should,” “can,” “will,” “project,” “intend,” “plan,” “continue,” “sustain,” “synergy,” “on track,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are based on management’s current expectations and are subject to uncertainty and change in circumstances. These statements are not guarantees of future performance and are based on assumptions that could prove incorrect or could cause actual results to vary materially from those indicated. Among the factors that could cause actual results to differ materially from those projected, anticipated, or implied are the following: competition; industry consolidation of both customers and suppliers resulting in increasing pressure to reduce prices for our products and services; changes in pharmaceutical market growth rates; price inflation in branded and generic pharmaceuticals, and price deflation in generics; declining economic conditions in the United States and abroad; financial market volatility and disruption; substantial defaults in payment, material reduction in purchases by or the loss, bankruptcy or insolvency of a major customer; the loss, bankruptcy or insolvency of a major supplier; changes to the customer or supplier mix; the retention of key customer or supplier relationships under less favorable economics or the adverse resolution of any contract or other dispute with customers or suppliers; changes in any of the economic models used by any of our suppliers to set pricing and/or other terms for the purchase of pharmaceuticals; interest rate and foreign currency exchange rate fluctuations; the disruption of AmerisourceBergen’s cash flow and ability to return value to its stockholders in accordance with its past practices; risks associated with the strategic, long-term relationship between Walgreen Boots Alliance, Inc. and AmerisourceBergen, including with respect to the pharmaceutical distribution agreement and/or the global sourcing arrangement;  risks associated with the potential impact on AmerisourceBergen’s earnings per share resulting from the issuance of the warrants to subsidiaries of Walgreen Boots Alliance, Inc. (the “Warrants”); AmerisourceBergen’s inability to fully implement its hedging strategy to mitigate the potentially dilutive effect of the issuance of its common stock in accordance with the Warrants under its special share repurchase program due to its financial performance, the current and future share price of its common stock, its expected cash flows, competing priorities for capital, and overall market conditions; changes in the United States healthcare and regulatory environment; increasing governmental regulations regarding the pharmaceutical supply channel and pharmaceutical compounding; federal and state government enforcement initiatives to detect and prevent suspicious orders

 



 

of controlled substances and the diversion of controlled substances; federal and state prosecution of alleged violations of related laws and regulations, and any related litigation, including shareholder derivative lawsuits or other disputes relating to our distribution of controlled substances; increased federal scrutiny and qui tam litigation for alleged violations of fraud and abuse laws and regulations and/or any other laws and regulations governing the marketing, sale, purchase and/or dispensing of pharmaceutical products or services and any related litigation; material adverse resolution of pending legal proceedings; declining reimbursement rates for pharmaceuticals; the acquisition of businesses that do not perform as expected, or that are difficult to integrate or control, including the integration of MWI and PharMEDium, or the inability to capture all of the anticipated synergies related thereto; managing foreign expansion, including non-compliance with the U.S. Foreign Corrupt Practices Act, anti-bribery laws and economic sanctions and import laws and regulations; malfunction, failure or breach of sophisticated information systems to operate as designed; risks generally associated with data privacy regulation and the international transfer of personal data; changes in tax laws or legislative initiatives that could adversely affect AmerisourceBergen’s tax positions and/or AmerisourceBergen’s tax liabilities or adverse resolution of challenges to AmerisourceBergen’s tax positions; natural disasters or other unexpected events that affect AmerisourceBergen’s operations; the impairment of goodwill or other intangible assets, resulting in a charge to earnings; errors in the production, labeling or packaging of products compounded by our compounded sterile preparations (CSP) business; and other economic, business, competitive, legal, tax, regulatory and/or operational factors affecting AmerisourceBergen’s business generally. Certain additional factors that management believes could cause actual outcomes and results to differ materially from those described in forward-looking statements are set forth (i) in Item 1A (Risk Factors) in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015 and elsewhere in that report and (ii) in other reports filed by the Company pursuant to the Securities Exchange Act.

 

###

 


 

Exhibit 99.2

 

AMERISOURCEBERGEN CORPORATION
COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS

 

 

AmerisourceBergen Corporation (the “ Corporation ”) has established this Compensation Policy for Non-Employee Directors (the “ Policy ”) to provide each member of the Corporation’s Board of Directors (the “ Board ”) who is not an employee of the Corporation (a “ Non-Employee Director ”) with compensation for services performed as a Non-Employee Director, the terms of which are hereinafter set forth.

 

1.                                       COMPENSATION

 

(a)                                  Generally .  Each Non-Employee Director will receive an annual cash retainer (which may be payable in the form of an equity award at the election of the Non-Employee Director) and an annual equity award for each year of service beginning each January 1 and ending the following December 31 (each a “ Service Period ”).

 

(i)                                      Annual Cash Retainer .  Each Non-Employee Director shall be eligible to receive an annual cash retainer. The Lead Independent Director of the Board shall be eligible to receive an annual cash retainer of $125,000.  Non-Employee Directors not serving as the Lead Independent Director of the Board shall receive an annual cash retainer of $100,000; provided that the Chair of the Audit and Corporate Responsibility Committee shall receive an additional annual cash retainer of $20,000; the Chair of the Compensation and Succession Planning Committee shall receive an additional annual cash retainer of $15,000; and the Chairs of the Governance and Nominating Committee and Finance Committee shall each receive an additional annual cash retainer of $10,000.  Payment of the annual cash retainer will be made in equal quarterly installments in accordance with a schedule specified by the Corporation.

 

(1)          Election to Receive Equity in Lieu of Annual Cash Retainer .  A Non-Employee Director may elect to receive 50% or more of the annual cash retainer payable to the Non-Employee Director for a Service Period (or, for a newly-elected Non-Employee Director, 50% or more of the cash retainer payable to such Non-Employee Director for the Service Period after the date such Non-Employee Director makes such election) in the form of either fully vested shares of the Corporation’s common stock (“ Shares ”) or an award of fully vested restricted stock units (“ RSUs ”), in each case with respect to Shares having a Fair Market Value(1) equal to the amount of the annual retainer that would otherwise have been paid in cash.  Shares and RSU awards under this Section will be issued or granted quarterly at such time that the annual cash retainer would otherwise be payable.  The number of Shares issuable or subject to an RSU award under this Section shall be determined as the quotient of (x) the amount of the quarterly retainer otherwise payable in cash divided by (y) the Fair Market Value per Share measured as of the date of issuance or grant, rounded to the nearest whole share.

 


(1)  For purposes of this Policy, Fair Market Value shall be as defined in the AmerisourceBergen Corporation Omnibus Incentive Plan and mean the price per share at the close of regular trading on the relevant date (or, if the relevant date is not a day in which the Shares are being traded, then the last such date before the relevant date).

 



 

(2)          Timing and Form of Election. A Non-Employee Director’s election to receive his or her annual cash retainer for a Service Period in the form of an equity award must be received by the Corporation prior to the December 31 preceding that Service Period, or within 30 days of the initial appointment or election to the Board, as the case may be.  The election must be made on a form provided by the Secretary of the Corporation for such purpose.  If a Non-Employee Director does not file an election form with respect to a Service Period by the specified date, the Non-Employee Director will be deemed to have elected to receive the annual retainer in cash.  When an election is made with respect to a Service Period, the Non-Employee Director may not revoke or change that election with respect to such Service Period.

 

(ii)                                   Annual Equity Award .  Each Non-Employee Director (other than the Lead Independent Director of the Board) who is elected or has been elected to serve as a member of the Board for the one-year period beginning on the date of the annual meeting of stockholders shall be granted, on the date of such meeting, an equity award in the form of a restricted stock or RSU award (as determined in the sole discretion of the Corporation) for Shares having a Fair Market Value, measured as of the date of such annual meeting, equal to $125,000 (rounded up to the next whole share).  The Lead Independent Director of the Board who is elected or has been elected to serve as a member of the Board for the one-year period beginning on the date of the annual meeting of stockholders shall be granted a restricted stock or RSU award (as determined in the sole discretion of the Corporation) for Shares having a Fair Market Value, measured as of the date of such annual meeting, equal to $150,000 (rounded up to the next whole share).  No later than the December 31 preceding the Service Period that includes the date of grant of the annual equity awards, a Non-Employee Director will elect whether such grant will be delivered as restricted stock or RSUs.

 

(b)                                  Terms of Equity Awards .

 

(i)                                      All awards of Shares in lieu of the annual cash retainer, and all restricted stock and RSU awards made to Non-Employee Directors, shall be made under and pursuant to the AmerisourceBergen Corporation Omnibus Incentive Plan (the “ Omnibus Plan ”) and applicable Award Agreement(2), and such awards will only be made to the extent that Shares remain available for issuance under the Omnibus Plan.  In the event of a conflict between any term of this Policy and the terms of the Omnibus Plan or Award Agreement, the terms of the Omnibus Plan and Award Agreement shall control.

 

(ii)                                   All Shares or RSU awards received in lieu of the annual cash retainer shall be fully vested upon grant.

 

(iii)                                The vesting period applicable to an award of restricted stock or RSUs made to a Non-Employee Director as part of the annual equity grant shall be the three-year period commencing on the date of grant.  The vesting of an award may be accelerated upon

 


(2)  For purposes of this Policy, Award Agreement means a written agreement or certificate delivering Shares or granting an award of restricted stock or RSUs.  An Award Agreement shall contain such terms and conditions as the Governance and Nominating Committee deems appropriate and that are not inconsistent with the terms of the Omnibus Plan.

 

2



 

certain events as described in the applicable Award Agreement.  Unless otherwise provided for in an Award Agreement, if a Non-Employee Director’s service on the Board terminates due to Voluntary Retirement, the Non-Employee Director’s restricted stock and RSUs shall continue to vest and the shares subject to any RSUs will be delivered according to the schedule set forth in the applicable Award Agreement or deferral election as if his service on the Board continued.  For purposes of this Policy, “ Voluntary Retirement ” means any voluntary termination of service on the Board by a Non-Employee Director (i) after reaching age sixty-two (62) and completing five years (sixty (60) full months) of continuous service on the Board or (ii) after reaching age fifty-five (55), where the Non-Employee Director’s age plus years of continuous service on the Board equals at least seventy (70).

 

(c)                                   Prescription Drug Benefit .  Non-Employee Directors may participate in the AmerisourceBergen Pharmacy Benefit Program, which covers 100% of prescription drugs with no co-pay or co-insurance for the director and his or her spouse and dependents (children up to age 26) until such time as the director ceases to serve on the Board.  The benefit is fully paid by the Corporation.

 

(d)                                  Education Reimbursement Benefit .  Non-Employee Directors are encouraged to attend continuing education courses relevant to their service on the Board and are reimbursed by the Corporation for reasonable expenses incurred in connection with such continuing education courses.

 

2.                                       DEFERRAL ELECTIONS

 

(a)                                  Cash Retainer .  A Non-Employee Director may elect to defer 100% of the annual cash retainer payable in cash with respect to a Service Period in accordance with the AmerisourceBergen Corporation 2001 Deferred Compensation Plan, incorporated herein by reference.  The Non-Employee Director must file the deferral election form no later than the December 31 preceding the Service Period; provided however , that newly-elected Non-Employee Directors may elect to defer the retainer within 30 days of initial appointment or election to the Board with respect to the retainer that relates to service performed after the election.  When a deferral election is made with respect to a Service Period, the Non-Employee Director may not revoke or change that election with respect to such Service Period.

 

(b)                                  Restricted Stock Units .  The Non-Employee Director may elect to defer settlement of Shares payable with respect to any restricted stock units that will be granted to the Non-Employee Director with respect to a Service Period, subject to the terms and conditions set forth in this Policy, the restricted stock unit deferral election form as adopted by the Corporation from time to time, Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations thereunder, and the Omnibus Plan and applicable Award Agreement.

 

(i)                                      The Non-Employee Director may elect to defer settlement of 100% of the restricted stock units that the Non-Employee Director receives with respect to a Service Period by filing a completed restricted stock unit deferral election form with the Secretary of the Corporation.  The Non-Employee Director must file the deferral election form no later than the December 31 preceding the Service Period that includes the date of grant of the applicable RSU award; provided however , that newly-elected Non-Employee Directors may elect to defer

 

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settlement of restricted stock units within 30 days of initial appointment or election to the Board with respect to restricted stock units that relate to service performed after the election.  When a deferral election is made with respect to a Service Period, the Non-Employee Director may not revoke or change that election with respect to such Service Period.  The Non-Employee Director must irrevocably elect the specified date(s) and increment(s) with respect to which the Non-Employee Director will receive the Shares associated with the settlement of the restricted stock units that the Non-Employee Director has elected to defer (the “ Settlement Date ”) as provided under the deferral election form in accordance with such form.  In the event that the Non-Employee Director fails to elect a Settlement Date, settlement of the restricted stock units, to the extent vested, will occur on the date of the Non-Employee Director’s “separation from service” (within the meaning of Section 409A of the Code and Treasury Regulations thereunder (a “ Separation from Service ”) to the extent provided in the election form.

 

(ii)                                   Subject to subsection (iii) below, the Non-Employee Director shall receive payment of the Shares on the Settlement Date(s) elected by the Non-Employee Director (or, to the extent applicable, the date of the Non-Employee Director’s Separation from Service in the event that the Non-Employee Director fails to elect a Settlement Date) pursuant to the deferral election form described above, and only to the extent that such Shares vested.

 

(iii)                                Notwithstanding anything to the contrary herein, no deferred Shares subject to an RSU award shall be paid to the Non-Employee Director during the 6-month period following the Non-Employee Director’s Separation from Service if the Non-Employee Director is a “specified employee” at the time of such Separation from Service (as determined by the Corporation in accordance with Section 409A of the Code).  If the payment of such deferred Shares is delayed as a result of the previous sentence, then on the first business day following the end of such 6-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of the Non-Employee Director’s death), the Corporation shall deliver to the Non-Employee Director the RSU Shares that would have otherwise been delivered to the Non-Employee Director during such period.

 

3.                                       EXPENSE REIMBURSEMENT

 

The Non-Employee Director will be reimbursed for reasonable out-of-pocket travel expenses incurred in connection with attendance at Board and committee meetings, director education programs and other Board related activities in accordance with the Corporation’s plans or policies as in effect from time to time .  With respect to air travel, reimbursement will be for first-class commercial airline tickets or, in the case of travel via private plane, reimbursement will be in the amount equivalent to first-class commercial travel.  To the extent that any reimbursements are deemed to constitute compensation to the Non-Employee Director, such amounts shall be reimbursed no later than December 31 of the year following the year in which the expense was incurred.  The amount of any expense reimbursements that constitute compensation in one year shall not affect the amount of expense reimbursements constituting compensation that are eligible for reimbursement in any subsequent year, and the Non-Employee Director’s right to such reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

 

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4.                                       OWNERSHIP REQUIREMENTS

 

In accordance with the AmerisourceBergen Corporation Non-Employee Directors’ Stock Ownership Guidelines, f rom and after the fifth year following election to the Board, each Non-Employee Director must achieve and maintain ownership of AmerisourceBergen common stock equal in value to at least five times their applicable annual cash retainer.  In the event that ownership requirements increase due to an amendment of the stock ownership guidelines for Non-Employee Directors, the Non-Employee Directors will have five years from the date of change to attain compliance with the amount of the increase.  The Board may consider unusual market conditions when assessing compliance with this Section 4.

 

5.                                       TAXES

 

In connection with the payment of compensation, grant or exercise of any equity award or the lapse of restrictions on any equity award contemplated by this Policy, the Corporation shall have the right to require the Non-Employee Director to take any action deemed necessary to protect its interests with respect to tax liabilities.  The Corporation shall not be obligated to make any payment or delivery or transfer of Shares until the Non-Employee Director has complied, to the Corporation’s satisfaction, with any withholding requirement, or until the Corporation has been indemnified to its satisfaction for any applicable tax, charge or assessment.  The Corporation may deduct from other compensation payable by the Corporation the amount of any withholding taxes due with respect to any equity award.

 

6.                                       AMENDMENT AND TERMINATION

 

This Policy may be amended or terminated by the Board at any time.  A termination or amendment of this Policy that occurs after an equity award is granted shall not materially impair the rights of a Non-Employee Director with respect to that award unless the Non-Employee Director consents.  The termination of this Policy shall not impair the power and authority of the Governance and Nominating Committee with respect to an outstanding equity award.

 

7.                                       EFFECTIVE DATE

 

This Policy is approved by the Board of Director on November 11, 2011, effective as of January 1, 2012.

 

Amended by the Board on May 16, 2013

Amended by the Board on March 3, 2016

 

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