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 News Release, dated January 2, 2020, regarding the election of
Dennis M. Nally as a director of AmerisourceBergen Corporation.
104 Cover Page Interactive Data File (formatted as inline XBRL)
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