AmerisourceBergen in managerial changes. Adoption of proxy access

Steven H. Collis, the President and Chief Executive Officer (CEO) of AmerisourceBergen Corporation, a global pharmaceutical sourcing and distribution services company, will succeed Richard C. Gozon as Chairman of the Board who will retire from his position at the annual meeting of stockholders in March 2016.

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Steven H. Collis

The company also said on Wednesday that Jane E. Henney, M.D., will become the Board’s Lead Independent Director.

AmerisourceBergen said that the election of Collis and Dr. Henney is contingent on their re-election as directors at the annual meeting of stockholders scheduled to be held on March 3, 2016.

Collis has been President and Chief Executive Officer of AmerisourceBergen since July 2011, and a director since May 2011.

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Jane E Henney

Dr. Henney has served as a director since January 2002 and Chair of the Governance and Nominating Committee since June 2009.

Gozon said: “With his unparalleled knowledge of the company and industry, Steve is uniquely positioned to lead AmerisourceBergen as it moves forward and to fulfill the Company’s long-term strategic objectives and expansion into new markets. His strategy has built, and will continue to build, value for shareholders.”

richard gozon amerisource
Richard C. Gozon

“Jane’s integrity, experience as a director of public companies, including at Cigna Corporation, AstraZeneca PLC and Cubist Pharmaceuticals, Inc., commitment to governance best practices and leadership of the Governance and Nominating Committee made her a clear choice to take on the role of Lead Independent Director,” added Gozon.

“As Lead Independent Director, Jane will drive a high performance Board culture.”

Commenting on Gozon’s service, Collis said: “I want to thank Dick for his extraordinary dedication to AmerisourceBergen and the outstanding leadership and guidance that he has provided as Chairman. While we will miss him greatly, Dick’s legacy will be lasting.”

Collis added: “I am grateful that Jane has agreed to assume the position of Lead Independent Director following Dick’s retirement. She brings tremendous commitment to her responsibilities on the Board, vital healthcare, health policy and regulatory expertise, and substantial management experience.”

Dr. Henney also serves on the Advisory Committee on Governance for the National Association of Corporate Directors (NACD), and has been recognized as a top 100 director by the NACD.

Amended and restated bylaws

In addition, the company said that Board of Directors amended and restated AmerisourceBergen’s bylaws to allow eligible stockholders to include their director nominees in the Company’s proxy materials along with the director nominees selected by the Board.

Under the proxy access bylaw provisions, a stockholder or a group of up to 20 stockholders who have continuously owned at least three percent of AmerisourceBergen’s outstanding common stock for three years or more may nominate director nominees to fill up to the greater of 2 or 20 percent of the available board seats, the company said.

The nominating stockholder or group of stockholders, as well as the nominees, must satisfy procedural and disclosure requirements set out in the amended bylaws.

“The adoption of proxy access for director nominations,” Gozon noted, “demonstrates the Board’s continuing efforts to implement leading practices in corporate governance and its commitment to meaningful engagement with, and responsiveness to, our stockholders.”


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