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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): January 1, 2020
  _________________________________
AmerisourceBergen Corporation
(Exact name of registrant as specified in its charter)
_________________________________
Commission File Number: 1-6671
Delaware
 
23-3079390
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
 
 
1300 Morris Drive
Chesterbrook,
PA
 
19087-5594
(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 January 1, 2020, the Board of Directors (the "Board") of AmerisourceBergen Corporation (the "Company") elected Dennis M. Nally, 67, to serve on the Board, effective immediately.
 
Mr. Nally is the former Chairman of PricewaterhouseCoopers ("PwC"), having served two terms in that role until his retirement from PwC in 2016. During his 42-year career with PwC, Mr. Nally served in a number of senior management and executive positions, including Chairman from 2009 to 2016, and Senior Partner and Chairman, United States, from 2002 to 2009. Mr. Nally was a Partner at PwC from 1985 to 2016 and served in numerous leadership positions, including National Director of Strategic Planning, Audit and Business Advisory Services Leader, and Managing Partner. Mr. Nally is Vice Chairman of The HOW Institute for Society and has served as a director of Morgan Stanley since 2016.

The Board determined that Mr. Nally is an independent director under the standards established by the New York Stock Exchange and the Board. Upon Mr. Nally's election, the Board increased from nine to ten members in accordance with the Company's Bylaws.

As a non-employee director of the Company, Mr. Nally will be compensated for his 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 $175,000 on the date of grant.

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

Item 7.01. Regulation FD Disclosure.
  
On January 2, 2020, the Company issued a news release announcing the election of Mr. Nally 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
 
 
 
 
104
 
Cover Page Interactive Data File (formatted as inline XBRL)


1


 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 2, 2020
By:
/s/ John G. Chou
 
Name:
John G. Chou
 
Title:
Executive Vice President, Chief Legal Officer and Secretary


2


Exhibit 99.1
 
 
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IMAGE1A13.JPG  
AmerisourceBergen Corporation
 
P.O. Box 959
 
Valley Forge, PA 19482
 

AMERISOURCEBERGEN ELECTS DENNIS M. NALLY TO ITS BOARD OF DIRECTORS
 
VALLEY FORGE, PA, January 2, 2020 - AmerisourceBergen Corporation (NYSE:ABC) today announced that its Board of Directors elected Dennis M. Nally, 67, as a new independent director, effective January 1, 2020. With the election of Mr. Nally, the AmerisourceBergen Board of Directors increased from nine to ten members, eight of whom are independent.
    
Mr. Nally is the former Chairman of PricewaterhouseCoopers (PwC), having served two terms in that role until his retirement from PwC in 2016. During his 42-year career with PwC, Mr. Nally served in a number of senior management and executive positions, including Chairman from 2009 to 2016, and Senior Partner and Chairman, United States, from 2002 to 2009. Mr. Nally was a Partner at PwC from 1985 to 2016 and served in numerous leadership positions, including National Director of Strategic Planning, Audit and Business Advisory Services Leader, and Managing Partner. Mr. Nally is Vice Chairman of The HOW Institute for Society and has served as a director of Morgan Stanley since 2016.

"Dennis brings an extraordinary combination of skills and experience that will serve the Board, AmerisourceBergen and our stockholders well," said Jane E. Henney, M.D., Lead Independent Director of AmerisourceBergen.

"I am excited to welcome Dennis Nally to our Board of Directors," said Steve Collis, Chairman, President, and Chief Executive Officer of AmerisourceBergen. "Dennis' experience as a chief executive in a regulated, multinational and complex industry, along with his deep expertise in risk management and human capital management, make him an excellent fit for our company."

Mr. Nally earned his bachelor’s degree in Business Administration from Western Michigan University, and also completed the Columbia University and Penn State University Executive Programs. He is a member of the American Institute of Certified Public Accountants and the New York State Society of CPAs.


About AmerisourceBergen

AmerisourceBergen provides pharmaceutical products, value-driving services and business solutions that improve access to care. Tens of thousands of healthcare providers, veterinary practices and livestock producers trust us as their partner in the pharmaceutical supply chain. Global manufacturers depend on us for services that drive commercial success for their products. Through our daily work—and powered by our 22,000 associates—we are united in our responsibility to create healthier futures. AmerisourceBergen is ranked #10 on the Fortune 500, with more than $175 billion in annual revenue. The company is headquartered in Valley Forge, Pa. and has a presence in 50+ countries. Learn more at investor.amerisourcebergen.com.