AI English summary of an SEC filing — figures as filed
Cencora CORThe company said it entered into Amendment No. 2 to the Amended and Restated Shareholders Agreement with Walgreens Boots Alliance, Inc. (WBA) on August 16, 2024. Before the amendment, the Maximum Board Size was the sum of eleven plus the number of WBA-designated directors. The amendment raised it to the sum of fourteen plus the number of WBA-designated directors.
Key points
AI summaryThe company said it entered into Amendment No. 2 to the Amended and Restated Shareholders Agreement with Walgreens Boots Alliance, Inc. (WBA) on August 16, 2024. Before the amendment, the Maximum Board Size was the sum of eleven plus the number of WBA-designated directors. The amendment raised it to the sum of fourteen plus the number of WBA-designated directors.
The company said James F. Cleary, Executive Vice President and Chief Financial Officer, and Elizabeth S. Campbell, Executive Vice President and Chief Legal Officer, will enter into new Employment Agreements. If employment is terminated without Cause or for Good Reason, the executives will receive base salary paid in installments over 2 years and 18-month COBRA healthcare coverage continuation, among other benefits.
The company said that if employment is terminated without Cause or for Good Reason within 24 months after a Change in Control, the executive will receive an additional two times target annual bonus. Certain severance benefits cannot exceed 2.99 times the sum of base salary and target annual bonus.
The company said the Board adopted the Amended Bylaws on August 13, 2024 and made them effective the same day. The number of directors is to be fixed by a resolution adopted by a majority of the Board, but it must be no fewer than three and no more than fifteen.
Summary
AI-writtenAnalysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.
Amendment to WBA Shareholders Agreement Raises Maximum Board Size
The company said it entered into Amendment No. 2 to the Amended and Restated Shareholders Agreement with Walgreens Boots Alliance, Inc. (WBA) on August 16, 2024. Before the amendment, the Maximum Board Size was the sum of eleven plus the number of WBA-designated directors. The amendment raised it to the sum of fourteen plus the number of WBA-designated directors.
Source · Based on the filing body and exhibits
Severance Terms in Executive Employment Agreements
The company said James F. Cleary, Executive Vice President and Chief Financial Officer, and Elizabeth S. Campbell, Executive Vice President and Chief Legal Officer, will enter into new Employment Agreements. If employment is terminated without Cause or for Good Reason, the executives will receive base salary paid in installments over 2 years and 18-month COBRA healthcare coverage continuation, among other benefits.
Source · Based on the filing body and exhibits
Change-in-Control Payments and Severance Cap
The company said that if employment is terminated without Cause or for Good Reason within 24 months after a Change in Control, the executive will receive an additional two times target annual bonus. Certain severance benefits cannot exceed 2.99 times the sum of base salary and target annual bonus.
Source · Based on the filing body and exhibits
Board Size Range and Bylaw Amendments
The company said the Board adopted the Amended Bylaws on August 13, 2024 and made them effective the same day. The number of directors is to be fixed by a resolution adopted by a majority of the Board, but it must be no fewer than three and no more than fifteen.
Source · Based on the filing body and exhibits
AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.
Original filing
The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.
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