We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
AmerisourceBergen Corp | NYSE:ABC | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 179.98 | 0 | 01:00:00 |
Filed by the Registrant
ý
|
|
Filed by a Party other than the Registrant
¨
|
|
Check the appropriate box:
|
|
ý
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
¨
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
¨
|
Soliciting Material Pursuant to §240.14a-12
|
AmerisourceBergen Corporation
|
||
(Name of Registrant as Specified In Its Charter)
|
||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
||
Payment of Filing Fee (Check the appropriate box):
|
||
ý
|
No fee required.
|
|
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
(5)
|
Total fee paid:
|
¨
|
Fee paid previously with preliminary materials.
|
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
(3)
|
Filing Party:
|
|
(4)
|
Date Filed:
|
|
|
By order of the Board of Directors,
|
|
|
|
|
|
HYUNG J. BAK
Vice President, Group General Counsel and Secretary
|
Important Notice Regarding Availability of Proxy Materials for AmerisourceBergen's
Annual Meeting of Stockholders to be Held on March 2, 2017.
The proxy statement and Annual Report on Form 10-K are available at www.amerisourcebergen.com.
|
|
Page
|
Highlights of our Corporate Governance Practices and Policies
|
|
About the 2017 Annual Meeting of Stockholders and Voting at the Meeting
|
|
Election of Directors (
Item 1 on the Proxy Card
)
|
|
Additional Information about the Directors, the Board and the Board Committees
|
|
Codes of Ethics
|
|
Corporate Governance
|
|
Stockholder Engagement
|
|
Stockholder Recommendations for Director Nominees
|
|
Audit Matters
|
|
Audit Committee Financial Expert
|
|
Report of the Audit and Corporate Responsibility Committee
|
|
Policy for Pre-Approval of Audit and Non-Audit Services
|
|
Independent Registered Public Accounting Firm's Fees
|
|
Ratification of Appointment of Ernst & Young LLP as AmerisourceBergen's Independent Registered
Public Accounting Firm for Fiscal Year 2017 (
Item 2 on the Proxy Card
)
|
|
Compensation Committee Matters
|
|
Executive Compensation
|
|
Compensation Discussion and Analysis
|
|
Compensation Committee Report
|
|
Executive Compensation Tables
|
|
Employment Agreements
|
|
Potential Payments Upon Termination of Employment or Change in Control
|
|
Certain Transactions
|
|
Advisory Vote to Approve the Compensation of our Named Executive Officers
(Item 3 on the Proxy Card)
|
|
Beneficial Ownership of Common Stock
|
|
Equity Compensation Plan Information
|
|
Advisory Vote on the Frequency of a Stockholder Vote on the Compensation of our Named
Executive Officers (
Item 4 on the Proxy Card
)
|
|
Approval of an Amendment to AmerisourceBergen's Certificate of Incorporation to Provide for the
Right of Stockholders to Remove Directors With or Without Cause (
Item 5 on the Proxy Card
)
|
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
|
Availability of Form 10-K
|
|
Requirements for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders
|
|
Appendix A - Supplemental Information: GAAP to Non-GAAP Reconciliation
|
A-
1
|
Appendix B - Certificate of Amendment to Amended and Restated Certificate of Incorporation
|
B-
1
|
Board of Directors
|
|
Independence
|
The majority of our directors are independent (8 out of 10). Our corporate governance principles require us to maintain a minimum of 70% independent directors on our Board (see page 6).
|
Independence of Key Oversight Committees
|
All members of our Audit and Corporate Responsibility Committee, Compensation and Succession Planning Committee and Governance and Nominating Committee are independent and meet applicable SEC and NYSE standards (see page 22).
|
Lead Independent
Director
|
Our corporate governance principles require the election of a Lead Independent Director whenever our Chief Executive Officer also serves as Chairman of the Board and clearly define the Lead Independent Director's authority and significant responsibilities in the governance of our Board. The Lead Independent Director is elected annually by a majority of the independent directors (see pages 19-20).
|
Diversity
|
Our directors have diverse business experiences, backgrounds and expertise in a wide range of fields, all of which are critical to understanding our businesses, competitive position and risks. Our Board has a long-standing receptiveness to gender and ethnic diversity (see page 8).
|
Overboarding Policy
|
Our policy regarding a director's service on the boards of other public companies is more restrictive than most. If our Chief Executive Officer serves as a director, he or she may only serve on the board of one other public company. Non-employee directors should not serve on more than 3 other public company boards (see page 7).
|
Tenure Policy
|
Our policy for directors' tenure provides that a director will resign at the annual meeting of stockholders following his or her 75th birthday or when his or her employment or principal business association changes materially. A director who is an employee will resign when he or she retires or is no longer employed by us.
|
Succession Planning
|
We undertake succession planning and maintain an emergency succession plan for our Chief Executive Officer (see page 20).
|
Refreshment
|
4 of our 9 non-employee directors have joined the Board in the last 5 years.
|
Annual Evaluation Process
|
Our Board has a comprehensive annual evaluation process for directors and each committee, which is led by the Chair of our Governance and Nominating Committee. Either the Chair of our Governance and Nominating Committee or an independent, third-party governance expert interviews each director to obtain his or her assessment of the effectiveness of the Board and the Committees on which he or she serves, as well as director performance and Board dynamics. In 2016, the interview process was led by the Chair of our Governance and Nominating Committee, who is also our Lead Independent Director. The full Board reviews and discusses the results of the evaluation process. The Governance and Nominating Committee and the full Board also conduct an annual review and update of our corporate governance principles and committee charters (see page 21).
|
Risk Oversight
|
Our full Board and Board committees actively engage in risk management and assessment for all aspects of our business, including our compensation policies and practices, with specific responsibilities for risk oversight designated in the charters for Board committees and our corporate governance principles. Our corporate officers and senior managers report on risk exposure at regular intervals to the appropriate committee or full Board.
|
Stockholder Communication and Engagement
|
Our corporate governance principles outline the procedures for stockholders to communicate and seek engagement with our Board (see pages 24 and 57).
|
1
|
|
|
|
|
|
|
|
|
2
|
•
|
Shares held directly in your name as the stockholder of record.
|
•
|
Shares of which you are the beneficial owner but not the stockholder of record. These are shares that are held for you through a broker, trustee or other nominee such as a bank, including shares purchased through any 401(k) plan or our employee stock purchase plan.
|
•
|
By Internet—We encourage you to vote and submit your proxy over the Internet at
www.envisionreports.com/ABC
.
|
•
|
By telephone—You may vote and submit your proxy by calling 1-800-652-VOTE (8683).
|
•
|
By mail—If you received your proxy materials by mail, you may vote by completing, signing and returning the enclosed proxy card.
|
3
|
|
|
|
|
•
|
Changing your vote in the manner described below.
|
•
|
Notifying Hyung J. Bak, Secretary, AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook, Pennsylvania 19087 in writing that you are revoking your proxy before it is voted at the meeting.
|
•
|
Signing another proxy card with a later date and returning it to us prior to the meeting.
|
•
|
Voting again over the Internet or by telephone prior to 2:00 p.m., Eastern Time, on March 2, 2017.
|
•
|
Voting at the meeting if you are the stockholder of record.
|
•
|
Voting at the meeting if you are the beneficial owner and have obtained a legal proxy from your bank or broker.
|
•
|
For
the election of the ten nominees for director named on page 6 of this proxy statement;
|
•
|
For
the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2017;
|
•
|
For
the approval, on an advisory basis, of the compensation of our named executive officers as described in this proxy statement;
|
•
|
For
the approval, on an advisory basis, of conducting an advisory vote on the compensation of our named executive officers every year;
|
•
|
For
the approval of an amendment to our certificate of incorporation to provide for the right of stockholders to remove directors with or without cause; and
|
•
|
In accordance with the best judgment of the individuals named as proxies on the proxy card on any other matters properly brought before the meeting.
|
|
|
|
|
4
|
•
|
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year
(Item 2 on the Proxy Card)
;
|
•
|
The approval, on an advisory basis, of the compensation of our named executive officers as described in this proxy statement
(Item 3 on the Proxy Card)
;
|
•
|
The approval, on an advisory basis, of the frequency of a stockholder vote on the compensation of our named executive officers
(Item 4 on the Proxy Card)
; and
|
•
|
Any other proposal that might properly come before the meeting.
|
5
|
|
|
|
|
|
|
|
|
6
|
•
|
possess the highest personal and professional ethics, integrity and values;
|
•
|
be committed to representing the long-term interests of our stockholders; and
|
•
|
have an inquisitive and objective perspective, practical wisdom and mature judgment.
|
7
|
|
|
|
|
•
|
Corporate governance
|
•
|
Distribution and logistics
|
•
|
Executive compensation
|
•
|
Executive leadership
|
•
|
Financial literacy
|
•
|
Global markets
|
•
|
Healthcare
|
•
|
Information Technology
|
•
|
Regulatory
|
•
|
Risk oversight
|
|
|
|
|
8
|
9
|
|
|
|
|
|
|
|
|
10
|
11
|
|
|
|
|
|
|
|
|
12
|
13
|
|
|
|
|
Name
|
Board
|
Executive
|
Audit and
Corporate
Responsibility
|
Compensation and
Succession Planning
|
Finance
|
Governance and
Nominating
|
Ornella Barra
|
|
|
|
|
X
|
|
Steven H. Collis
|
CHAIR
|
CHAIR
|
|
|
|
|
Douglas R. Conant
|
|
|
|
X
|
|
X
|
D. Mark Durcan
|
|
|
X
|
|
X
|
|
Richard W. Gochnauer
|
|
X
|
|
|
CHAIR
|
X
|
Lon R. Greenberg
|
|
|
X
|
|
X
|
|
Jane E. Henney, M.D.
1
|
|
X
|
|
|
|
CHAIR
|
Kathleen W. Hyle
|
|
X
|
CHAIR
|
X
|
|
|
Michael J. Long
|
|
X
|
X
|
CHAIR
|
|
|
Henry W. McGee
|
|
|
|
X
|
|
X
|
Number of Meetings in
Fiscal Year 2016
|
7
|
1
|
9
|
4
|
6
|
5
|
▪
|
Appoints, and has authority to terminate, our independent registered public accounting firm.
|
▪
|
Pre-approves all audits and permitted non-audit services provided by the Company's independent registered public accounting firm, including the scope of the audit and audit procedures.
|
▪
|
Reviews and discusses the independence of our independent registered public accounting firm.
|
▪
|
Reviews and discusses with management and our independent registered public accounting firm the Company's audited financial statements and interim quarterly financial statements as well as management's discussion and analysis of the statements as set forth in Forms 10-K and 10-Q filed with the SEC.
|
▪
|
Prepares the audit committee report as required by SEC rules.
|
▪
|
Discusses with management and/or our independent registered public accounting firm significant financial reporting issues and accounting issues and the adequacy of our internal control over financial reporting.
|
▪
|
Inquires of management (including the internal audit function) and our independent registered public accounting firm about significant risks or exposures (whether financial, operational, or otherwise) and assesses the steps management has taken to control such risks or exposures, including policies implemented for such purposes.
|
▪
|
Reviews the internal audit function, internal audit plans, internal audit reports, and management's response to such reports.
|
▪
|
Reviews the appointment, performance, and replacement of our chief audit executive.
|
▪
|
Oversees the development and implementation by management of an enterprise risk management program, including the development of a cybersecurity strategy, including business continuity and disaster recovery.
|
▪
|
Reviews and approves all related persons transactions in accordance with our Related Persons Transactions Policy.
|
▪
|
Oversees compliance with our Code of Ethics and Business Conduct.
|
|
|
|
|
14
|
▪
|
Reviews and approves our executive compensation strategy and the individual elements of total compensation for the President and Chief Executive Officer and executive management.
|
▪
|
Evaluates performance of management annually.
|
▪
|
Ensures that our executive compensation strategy supports stockholder interests.
|
▪
|
Reviews and discusses with management the Compensation Discussion and Analysis and other disclosures about executive compensation that are required to be included in our proxy statement and Annual Report on Form 10-K.
|
▪
|
Prepares a compensation committee report as required by SEC rules.
|
▪
|
Administers and makes awards under our incentive compensation plans, including equity incentive plans.
|
▪
|
Has sole authority for retaining and terminating any consulting firm used to assist the Committee in its evaluation of the compensation of the President and Chief Executive Officer or any other executive officer and for evaluating the independence of such consulting firm.
|
▪
|
Monitors the activities of our internal Benefits Committee, including the Benefits Committee's oversight of the administration and investment performance of our pension and retirement plans.
|
▪
|
Oversees the administration of our health and welfare plans.
|
▪
|
Reviews with management and makes recommendations relating to succession planning and talent development and reviews and monitors the Company's diversity and inclusion practices.
|
▪
|
Exercises the authority of the Board of Directors between regularly scheduled meetings of our Board on matters that cannot be delayed, except as limited by Delaware law and our bylaws.
|
▪
|
Reviews proposed material acquisitions, divestitures, joint ventures, and other transactions involving AmerisourceBergen.
|
▪
|
Recommends selection and qualification criteria for directors and committee members.
|
▪
|
Identifies and recommends qualified candidates to serve as directors of AmerisourceBergen.
|
▪
|
Considers nominees for directors recommended by stockholders.
|
▪
|
Reviews and makes recommendations relating to succession planning for our Board and Board committee leadership positions and prepares for Board vacancies.
|
▪
|
Oversees orientation of directors and continuing education of directors in areas related to the work of our Board and the directors' committee assignments.
|
▪
|
Makes recommendations regarding the size and composition of our Board and the composition and responsibilities of Board committees.
|
▪
|
Oversees the evaluation of our Board and the Board committees.
|
15
|
|
|
|
|
▪
|
Reviews and makes recommendations to our Board regarding director compensation.
|
▪
|
Has sole authority for retaining and terminating any consulting firm used to assist in the evaluation of the compensation of directors and for evaluating the independence of such consulting firm.
|
▪
|
Reviews and makes recommendations to the Board about corporate governance.
|
▪
|
Monitors the Company's sustainability and corporate responsibility practices.
|
|
|
|
|
16
|
Name
|
Retainer/
Fees
Earned or
Paid in Cash
($) (1)
|
Stock
Awards
($) (2)
|
Option
Awards
($) (3)
|
All Other
Compensation
($) (4)
|
Total
($)
|
||||
Ornella Barra(5)
|
0
|
|
0
|
|
0
|
0
|
|
0
|
|
Douglas R. Conant
|
100,000
|
|
150,000
|
|
0
|
8,474
|
|
225,000
|
|
D. Mark Durcan
|
106,250
|
|
125,000
|
|
0
|
0
|
|
231,250
|
|
Richard W. Gochnauer
|
110,000
|
|
125,000
|
|
0
|
8,474
|
|
243,474
|
|
Richard C. Gozon(6)
|
75,000
|
|
0
|
|
0
|
11,866
|
|
86,866
|
|
Lon R. Greenberg
|
100,000
|
|
125,000
|
|
0
|
0
|
|
225,000
|
|
Jane E. Henney, M.D.
|
124,583
|
|
150,000
|
|
0
|
8,474
|
|
283,057
|
|
Kathleen W. Hyle
|
120,000
|
|
125,000
|
|
0
|
8,474
|
|
253,473
|
|
Michael J. Long
|
115,000
|
|
125,000
|
|
0
|
8,474
|
|
248,533
|
|
Henry W. McGee
|
100,000
|
|
125,000
|
|
0
|
20,336
|
|
245,336
|
|
(1)
|
These amounts include amounts earned for service as Committee Chairs and amounts deferred into our deferred compensation plan. In fiscal year 2016, Mr. Conant and Mr. Long received 256 and 1,290 shares of Common Stock, respectively, in lieu of the retainer.
|
(2)
|
As of September 30, 2016, each of the non-employee directors held the following shares of outstanding restricted stock and restricted stock units: Ms. Barra—
0; Mr. Conant—4,441; Mr. Durcan—1,417; Mr. Gochnauer—4,441; Mr. Gozon—4,234; Mr. Greenberg—4,441; Dr. Henney—4,724; Ms. Hyle—4,441; Mr. Long—4,441; and Mr. McGee—4,441
.
|
(3)
|
No stock options were granted to directors in fiscal year 2016. As of September 30, 2016, each of the non-employee directors held outstanding stock options as follows: Ms. Barra—0; Mr. Conant—0; Mr. Durcan—0; Mr. Gochnauer—52,541;
Mr. Gozon—76,567;
Mr. Greenberg—0; Dr. Henney—3,528; Ms. Hyle—19,932; Mr. Long—0; and Mr. McGee—10,585.
|
(4)
|
These amounts represent the dividends accrued and paid on restricted stock and restricted stock units that vested in fiscal year 2016.
|
(5)
|
Ms. Barra waived her right to receive compensation as a non-employee director. Consequently, our Board has waived the stock ownership requirements for Ms. Barra.
|
(6)
|
Mr. Gozon retired from our Board on March 3, 2016.
|
17
|
|
|
|
|
|
|
|
|
18
|
19
|
|
|
|
|
•
|
presides at all meetings of the Board at which the Chairman is not present;
|
•
|
calls, sets the agenda for and chairs executive sessions of the non-employee directors;
|
•
|
has authority to call a Board meeting and/or a meeting of non-employee directors;
|
•
|
approves Board meeting agendas and schedules to ensure that there is sufficient time for discussion of all agenda items;
|
•
|
meets one-on-one with the Chairman after each regularly scheduled Board meeting;
|
•
|
serves as a liaison between the Chairman and the non-employee directors;
|
•
|
serves on the Executive Committee;
|
•
|
advises the Chairs of the Board committees and assists them in the management of their workloads;
|
•
|
with the Chair of the Compensation and Succession Planning Committee, takes a leading role in succession planning for the Chief Executive Officer;
|
•
|
supports the Chair of the Governance and Nominating Committee in overseeing the annual self-assessment process for the Board and each committee, interviewing and recommending candidates for the Board, and recommending Board committee assignments;
|
•
|
is available for communication and consultation with major stockholders upon request on appropriate topics; and
|
•
|
performs such other functions and responsibilities as set forth in our corporate governance principles or as requested by the Board or the non-executive directors from time to time.
|
|
|
|
|
20
|
21
|
|
|
|
|
•
|
A stockholder has provided us with notice of a nominee for director in accordance with our bylaws; and
|
•
|
That nomination has not been withdrawn on or prior to the day next preceding the date the Company first provides its notice of meeting for such meeting to stockholders.
|
•
|
The Governance and Nominating Committee shall make a recommendation to the Board as to whether to accept the previously tendered resignation of the director;
|
•
|
The Board will act on the Governance and Nominating Committee's recommendation; and
|
•
|
The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.
|
|
|
|
|
22
|
•
|
Our Audit and Corporate Responsibility Committee, or Audit Committee, has primary responsibility for monitoring our internal audit, corporate, financial and regulatory risk assessment and risk management processes and overseeing our system of internal controls and financial reporting. The Audit Committee discusses specific risk areas throughout the year, including those that may arise in various business units and the measures taken by management to monitor and limit risk. In addition, the Audit Committee oversees the development and implementation of our enterprise risk management program.
|
•
|
The Audit Committee receives regular reports throughout the year on matters related to risk management. At each regularly scheduled meeting, the Audit Committee receives reports from our (i) external auditor on the status of audit activities and findings; and (ii) chief audit executive (who reports directly to the Audit Committee) on the status of the internal audit plan, audit results and any corrective action taken in response to audit findings.
|
•
|
We have a Chief Compliance Officer who oversees our corporate compliance program, including training on and monitoring compliance with our Code of Ethics and Business Conduct and the Company's reporting, investigation and corrective action program. We also have an internal Compliance Committee composed of senior executives, including our Chief Compliance Officer and Chief Compliance Counsel, which supports the Chief Compliance Officer in fulfilling his responsibilities and driving corporate adherence to our compliance program, Code of Ethics and Business Conduct and related policies and procedures. Our Chief Compliance Officer and Chief Compliance Counsel provide reports to the Audit Committee throughout the year on corporate compliance matters, the status of our compliance programs, calls to our hotline and any other material developments.
|
•
|
The Board's other committees oversee risks associated with their respective areas of responsibility. For example, the Compensation and Succession Planning Committee assesses risks associated with our compensation policies and programs for executives as well as employees generally. Our Finance Committee discusses risks relating to our capital structure, financing activities, dividend and tax policy and share repurchase activities.
|
•
|
Each Board committee reports to the Board at every regular Board meeting on the topics discussed and actions taken at the most recent committee meeting. The Board discusses the risks and exposures, if any, involved in the matters or recommendations of the committees, as necessary.
|
•
|
The Board considers specific risk topics throughout the year, including risks associated with our business plan, operational efficiency, strategic objectives, government regulation, investment opportunities, physical facilities, information technology infrastructure and capital structure, among many others. Each fiscal quarter, our Chief Financial Officer reports to the Board on AmerisourceBergen's financial performance and discusses how actual performance compares to our business plan. Our corporate officers and the leaders of our principal business units report regularly to the Board about the risks and exposures related to their areas of responsibility. The Board is informed about and regularly discusses our risk profile, including legal, regulatory and operational risks to our business.
|
•
|
Performance targets under our cash incentive programs are tied to a number of different financial metrics so employees will not place undue emphasis on any particular metric at the expense of other aspects of our business;
|
•
|
Maximum caps on payouts have been established for our annual cash incentive programs, including under our cash bonus plan used for senior management;
|
•
|
Equity awards under our performance plan for senior executives have maximum caps and are forfeited entirely if the threshold performance metrics are not achieved;
|
•
|
The performance plan ties 40% of a senior executive's annual equity award to financial performance metrics achieved over a three-year period to ensure that our senior executives are accountable for long-term measures of success;
|
23
|
|
|
|
|
•
|
The remaining 60% of a senior executive's annual equity award (in stock options and restricted stock units) vests over a number of years to encourage senior executives to focus on long-term growth and creating value for stockholders;
|
•
|
Stock ownership requirements align the interests of our senior management with those of our stockholders;
|
•
|
We have effective management processes for developing annual business plans and a strong system of internal financial controls; and
|
•
|
A broad-based group of functions, including human resources, finance and legal, oversees aspects of our cash and equity incentive programs.
|
•
|
Quarterly earnings releases and quarterly earnings release conference calls and webcasts;
|
•
|
Regular reports filed with the SEC, including annual and quarterly reports;
|
•
|
Conference calls and webcasts related to specific developments; and
|
•
|
Our annual stockholders meeting.
|
|
|
|
|
24
|
25
|
|
|
|
|
|
AUDIT AND CORPORATE RESPONSIBILITY COMMITTEE
|
|
|
|
Kathleen W. Hyle, Chair
D. Mark Durcan
Lon R. Greenberg
Michael J. Long
|
Fee Category
|
Fiscal Year 2016
|
Fiscal Year 2015
|
Audit Fees
|
$6,799,000
|
$7,368,000
|
Audit-Related Fees
|
$307,000
|
$252,000
|
Tax Fees
|
$1,881,000
|
$2,132,000
|
All Other Fees
|
$2,000
|
$2,000
|
TOTAL
|
$8,989,000
|
$9,754,000
|
|
|
|
|
26
|
27
|
|
|
|
|
|
|
|
|
28
|
Steven H. Collis
|
Chairman, President and Chief Executive Officer
|
Tim G. Guttman
|
Executive Vice President and Chief Financial Officer
|
John G. Chou
|
Executive Vice President and General Counsel
|
James D. Frary
|
Executive Vice President and President, AmerisourceBergen Specialty Group ("ABSG")
|
Robert P. Mauch
|
Executive Vice President and President, AmerisourceBergen Drug Corporation ("ABDC")
|
|
|
29
|
|
|
|
|
•
|
Diluted earnings per share of $6.32, compared to a loss of $0.63 in the prior year.
|
•
|
Adjusted diluted earnings per share ("adjusted EPS") of $5.62, representing a 13.8% increase over prior year adjusted diluted earnings per share.
1
|
•
|
Revenue of $146.8 billion, representing a 8.0% increase over prior year revenue.
|
•
|
Gross profit of $4.3 billion, representing a 21.1% increase over prior year gross profit.
|
•
|
Adjusted gross profit of $4.3 billion, representing an 8.3% increase over prior year adjusted gross profit.
1
|
•
|
Operating income increased 261.4% over prior year operating income.
|
•
|
Adjusted operating income increased 6.6% over prior year adjusted operating income.
1
|
•
|
Net cash provided by operating activities of $3.2 billion, and free cash flow of $2.7 billion.
1
|
|
|
|
|
30
|
•
|
Returned a substantial amount of cash to our stockholders in fiscal year 2016 through $288.5 million in dividends, $731.2 million million in stock repurchases under our regular share repurchase program, and $1,535.1 million in stock repurchases under our special share repurchase programs.
|
•
|
Increased the quarterly dividend rate by 17% to $0.34 per share in November 2015, and by an additional 7% to $0.365 in November 2016.
|
•
|
Invested $464.6 million in the Company through capital expenditures.
|
•
|
Mitigated the dilutive impact of the exercise of the warrants held by Walgreens Boots Alliance.
|
•
|
Total stockholder returns, including reinvestment of gross dividends, for the three-year period ended September 30, 2016, of 34.6%. This compares to total stockholder returns of the S&P 500 index of 31.2% over the same period.
|
1
|
See Appendix A for additional information regarding non-GAAP financial measures, including GAAP to non-GAAP reconciliations. For a comprehensive discussion of our GAAP financial results, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2016.
|
•
|
Continued the emphasis on the use of equity-based incentives so that the achievement of target pay for our executives correlates with strong performance for AmerisourceBergen and our stockholders.
|
•
|
Established fiscal year 2016 performance goals for our annual cash bonus plan, including target adjusted EPS of $5.62 per share, adjusted operating income of $2.1 billion, adjusted operating income margin of 1.41% and free cash flow of $2.64 billion at the corporate level, consistent with our Board-approved business plan. These performance goals were calculated consistently with the way in which our publicly disclosed non-GAAP financial measures were calculated. (See Appendix A for more information about our non-GAAP financial measures.)
|
•
|
Set target incentive levels for fiscal year 2016 cash bonuses for named executive officers from 100% to 150% of base salary.
|
•
|
Approved fiscal year 2016 cash bonus payouts that were paid at 71.5% of target for corporate-level metrics in the aggregate.
|
•
|
Granted annual equity incentive awards to our named executive officers after considering our compensation philosophy and the Compensation Committee's assessment of individual performance and expected future contributions. The grant value of each annual equity award was split among stock options (40%), restricted stock units (20%) and performance shares (40%).
|
•
|
Approved performance metrics of adjusted EPS and adjusted return on invested capital ("adjusted ROIC") for the performance shares granted to our named executive officers in fiscal year 2016 (covering the three-year performance period ending September 30, 2018). (See the section of this proxy statement titled "Performance Share Awards—Payout of FY14-FY16 Performance Shares" for more information about adjusted ROIC.)
|
31
|
|
|
|
|
2016 Peer Group
|
||||
Avnet, Inc.
|
|
FedEx Corporation
|
|
McKesson Corporation
|
Cardinal Health, Inc.
|
|
Henry Schein, Inc.
|
|
Sysco Corporation
|
Costco Wholesale Corporation
|
|
The Home Depot, Inc.
|
|
Target Corporation
|
CVS Health Corporation
|
|
Ingram Micro Inc.
|
|
United Parcel Service, Inc.
|
Express Scripts Holding Company
|
|
The Kroger Co.
|
|
Walgreens Boots Alliance, Inc.
|
Pay Element
|
Award Type
|
Purpose
|
Fixed v. Variable
|
Performance Measure
|
Base Salary
|
Cash
|
§
Provide a regular stream of income and security
|
Fixed
|
The Compensation Committee takes into account job performance, scope of duties and responsibilities, expected future contributions, peer group and other market pay data.
|
Cash Bonus
|
Cash
|
§
Motivate executives to improve financial performance year-over-year
§
Reward executives who deliver targeted financial results
|
Variable
|
Actual payout based on Company performance.
|
Long-Term Incentives
|
Performance Shares, Restricted Stock Units and Stock Options
|
§
Motivate executives to achieve superior business results over long-term
§
Enhance alignment between management and stockholder interests
§
Support stock ownership requirements
|
Variable
|
Actual value is determined by Company performance over a three-year time frame and/or linked to stock price.
|
|
|
|
|
32
|
Corporate Performance Measure
|
|
Threshold
|
|
Target
|
|
Actual Performance
1
|
Adjusted EPS
|
$
|
5.06
|
$
|
5.62
|
$
|
5.62
|
Adjusted Operating Income
|
$
|
1.9 billion
|
$
|
2.1 billion
|
$
|
2.0 billion
|
Adjusted Operating Income Margin
|
|
1.39%
|
|
1.41%
|
|
1.38%
|
Free Cash Flow
|
$
|
2.2 billion
|
$
|
2.6 billion
|
$
|
2.7 billion
|
33
|
|
|
|
|
|
Target Incentive
|
|
|
|
||||||
Name
|
2016 Base
Salary
($)
|
Percent of
Base Salary (%)
|
Amount
($)
|
Maximum
Bonus
Potential
($)
|
Percentage
Payout versus
Target Incentive (%)
|
Actual Bonus
Payout
($)
|
||||
Steven H. Collis
|
1,240,000
|
|
150
|
1,860,000
|
|
3,720,000
|
|
71.5
|
1,330,783
|
|
Tim G. Guttman
|
710,000
|
|
100
|
710,000
|
|
1,420,000
|
|
71.5
|
507,987
|
|
John G. Chou
|
624,000
|
|
100
|
624,000
|
|
1,248,000
|
|
71.5
|
446,456
|
|
James D. Frary
|
600,000
|
|
100
|
600,000
|
|
1,200,000
|
|
126.7
|
759,962
|
|
Robert P. Mauch
|
600,000
|
|
100
|
600,000
|
|
1,200,000
|
|
51.2
|
307,118
|
|
|
|
|
|
34
|
•
|
Skills, experience, time in role and expected future contributions
. The value of equity awards depends in part on the scope of an executive's job responsibilities and the impact he or she can be expected to have on our future operating results.
|
•
|
Company performance
. The Compensation Committee reviews our prior year financial performance and the executives' leadership and focus on fostering our strategic initiatives.
|
•
|
Market alignment
. The Compensation Committee sets the target value of equity awards so that our executives will have a target long-term incentive near the median of our peer group. The target values are informed by the Compensation Committee's review of the competitive positioning of each element of pay based on compensation data prepared by the external compensation consultant with reference to our peer group for our CEO and CFO and with reference to published market compensation survey data for the other named executive officers.
|
•
|
The emphasis placed on equity in the mix of total compensation
. The Compensation Committee believes that incentive compensation should constitute the majority of each executive's overall compensation package to provide incentives to meet our performance objectives and grow our stock price over time.
|
•
|
Average annual share use
. The Compensation Committee also takes into account the average annual share use for total equity incentives granted to employees in order to provide stock options, restricted stock units and performance shares to eligible employees at a reasonable rate and cost to AmerisourceBergen and its stockholders.
|
35
|
|
|
|
|
|
|
|
Threshold
|
Target
|
Maximum
|
Actual
Performance
|
|||
Metric
|
Weighting
|
Baseline
|
Goal
|
Payout
Ratio
|
Goal
|
Payout
Ratio
|
Goal
|
Payout
Ratio
|
|
Compound Annual Adjusted EPS(1)
|
75%
|
$3.21
|
8%
|
50%
|
11%
|
100%
|
14%
|
150%
|
20.52%
|
Average Annual Adjusted ROIC(2)
|
25%
|
—
|
12%
|
50%
|
15%
|
100%
|
18%
|
150%
|
20.73%
|
(1)
|
Compound Annual Adjusted EPS is the mean annual growth rate of adjusted EPS from the baseline over the three-year performance period.
|
(2)
|
Average Annual Adjusted ROIC is calculated by taking the average of the Company's adjusted ROIC during the three-year performance period. Adjusted ROIC is calculated by dividing after tax adjusted operating income by invested capital.
|
Metric
|
Percentage of Target
Award Allocated
|
|
Performance Multiplier
|
|
Awards Earned
|
Adjusted EPS
|
75%
|
X
|
Performance-Determined Payout Ratio
|
=
|
Awards Earned Based on Adjusted EPS Performance
|
Adjusted ROIC
|
25%
|
X
|
Performance-Determined Payout Ratio
|
=
|
Awards Earned Based on Adjusted ROIC Performance
|
|
|
|
|
|
Total Performance Share Awards Earned
|
Name
|
Shares Earned
|
Steven H. Collis
|
58,695
|
Tim G. Guttman
|
14,893
|
John G. Chou
|
9,636
|
James D. Frary
|
11,389
|
|
|
|
|
36
|
Metric
|
Weighting
|
Adjusted EPS
|
75%
|
Adjusted ROIC
|
25%
|
37
|
|
|
|
|
|
|
|
|
38
|
|
COMPENSATION AND SUCCESSION PLANNING COMMITTEE
|
|
Michael J. Long, Chairman
Douglas R. Conant
Kathleen W. Hyle
Henry W. McGee
|
39
|
|
|
|
|
Name and Principal Position
(a)
|
Year
(b)
|
Salary
($)
(c)
|
Stock
Awards
($)
(d)
|
Option
Awards ($)
(e)
|
Non-Equity
Incentive
Plan
Compensation
($)
(f)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(g)
|
All
Other
Compensation
($)
(h)
|
Total
($)
(i)
|
||||||
Steven H. Collis
|
2016
|
1,234,231
|
|
4,019,981
|
|
2,680,003
|
|
1,330,783
|
|
—
|
713,178
|
|
9,978,176
|
|
Chairman, President and Executive Officer Chief
|
2015
|
1,190,000
|
|
4,019,982
|
|
2,679,998
|
|
2,447,342
|
|
—
|
463,504
|
|
10,800,826
|
|
2014
|
1,185,962
|
|
4,020,021
|
|
2,679,998
|
|
1,859,697
|
|
—
|
157,307
|
|
9,902,985
|
|
|
Tim G. Guttman
|
2016
|
706,539
|
|
1,200,002
|
|
800,004
|
|
507,987
|
|
—
|
153,946
|
|
3,368,477
|
|
Executive Vice President and Chief Financial Officer
|
2015
|
676,539
|
|
1,199,980
|
|
799,995
|
|
1,035,912
|
|
—
|
133,216
|
|
3,845,642
|
|
2014
|
632,692
|
|
1,019,953
|
|
679,999
|
|
752,445
|
|
—
|
55,978
|
|
3,141,067
|
|
|
John G. Chou
|
2016
|
621,231
|
|
1,200,002
|
|
800,004
|
|
446,456
|
|
—
|
123,132
|
|
3,190,825
|
|
Executive Vice President and General Counsel
|
2015
|
600,000
|
|
780,027
|
|
519,997
|
|
914,040
|
|
—
|
113,832
|
|
2,927,896
|
|
2014
|
584,077
|
|
659,970
|
|
440,004
|
|
694,565
|
|
—
|
61,718
|
|
2,440,334
|
|
|
James D. Frary
|
2016
|
597,692
|
|
960,001
|
|
639,996
|
|
759,962
|
|
—
|
130,687
|
|
3,088,339
|
|
Executive Vice President and President, AmerisourceBergen Specialty Group
|
2015
|
574,231
|
|
900,052
|
|
599,996
|
|
972,660
|
|
—
|
104,641
|
|
3,151,580
|
|
2014
|
515,000
|
|
779,964
|
|
520,002
|
|
581,637
|
|
—
|
52,702
|
|
2,449,305
|
|
|
Robert P. Mauch
|
2016
|
593,077
|
|
1,079,952
|
|
720,009
|
|
307,118
|
|
—
|
74,573
|
|
2,774,729
|
|
Executive Vice President and President, AmerisourceBergen
Drug Corporation
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
40
|
Name
|
Year
|
Employee
Investment
Plan
($)(1)
|
Benefit
Restoration Plan
($)(2)
|
Financial
Planning ($)
|
Dividends
Paid Upon
Vesting of
Equity Awards
($)(3)
|
Total
($)
|
||||
Steven H. Collis
|
2016
|
10,600
|
|
137,032
|
|
15,000
|
|
550,546
|
|
713,178
|
Tim G. Guttman
|
2016
|
10,600
|
|
59,267
|
|
15,000
|
|
69,079
|
|
153,946
|
John G. Chou
|
2016
|
10,600
|
|
51,032
|
|
15,000
|
|
46,500
|
|
123,132
|
James D. Frary
|
2016
|
10,600
|
|
52,522
|
|
15,000
|
|
52,565
|
|
130,687
|
Robert P. Mauch
|
2016
|
10,600
|
|
36,434
|
|
15,000
|
|
12,539
|
|
74,573
|
(1)
|
These amounts represent Company contributions under the AmerisourceBergen Employee Investment Plan, our 401(k) plan, which were posted to the executives' accounts during fiscal year 2016.
|
(2)
|
These amounts represent Company contributions to the AmerisourceBergen Corporation Benefit Restoration Plan, which were posted to the executives' accounts during fiscal year 2016.
|
(3)
|
These amounts represent dividends paid upon vesting of restricted stock, restricted stock units and performance shares for awards that vested in fiscal year 2016.
|
41
|
|
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts
Under
Equity Incentive Plan Awards
|
|
|||||||||||||||||||
Name
|
Type
|
Grant Date
|
Threshold
($) (1) |
Target
($) (1)
|
Maximum
($) (1)
|
Threshold
(#) (2)
|
Target
(#) (2)
|
Maximum
(#) (2)
|
All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/ Sh)
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($) (3)
|
||||||||||
Steven H. Collis
|
Restricted Stock Units
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,640
|
|
—
|
|
—
|
|
1,339,994
|
|
|
Performance Shares
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
13,640
|
|
27,280
|
|
40,920
|
|
—
|
|
—
|
|
—
|
|
2,679,987
|
|
|
Stock Options
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
153,406
|
|
98.24
|
|
2,680,003
|
|
|
Cash Bonus
|
n/a
|
186,000
|
|
1,860,000
|
|
3,720,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Tim G. Guttman
|
Restricted Stock Units
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,072
|
|
—
|
|
—
|
|
400,033
|
|
|
Performance Shares
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
4,072
|
|
8,143
|
|
12,215
|
|
—
|
|
—
|
|
—
|
|
799,968
|
|
|
Stock Options
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
45,793
|
|
98.24
|
|
800,004
|
|
|
Cash Bonus
|
n/a
|
71,000
|
|
710,000
|
|
1,420,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
John G. Chou
|
Restricted Stock Units
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,072
|
|
—
|
|
—
|
|
400,033
|
|
|
Performance Shares
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
4,072
|
|
8,143
|
|
12,215
|
|
—
|
|
—
|
|
—
|
|
799,968
|
|
|
Stock Options
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
45,793
|
|
98.24
|
|
800,004
|
|
|
Cash Bonus
|
n/a
|
62,400
|
|
624,000
|
|
1,248,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
James D. Frary
|
Restricted Stock Units
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,257
|
|
—
|
|
—
|
|
319,968
|
|
|
Performance Shares
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
3,257
|
|
6,515
|
|
9,772
|
|
—
|
|
—
|
|
—
|
|
640,034
|
|
|
Stock Options
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36,634
|
|
98.24
|
|
639,996
|
|
|
Cash Bonus
|
n/a
|
0
|
|
600,000
|
|
1,200,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Robert P. Mauch
|
Restricted Stock Units
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,664
|
|
—
|
|
—
|
|
359,951
|
|
|
Performance Shares
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
3,664
|
|
7,329
|
|
10,993
|
|
—
|
|
—
|
|
—
|
|
720,001
|
|
|
Stock Options
|
11/11/2015
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
41,214
|
|
98.24
|
|
720,009
|
|
|
Cash Bonus
|
n/a
|
0
|
|
600,000
|
|
1,200,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
These amounts represent possible payouts of fiscal year 2016 cash bonuses under the Omnibus Incentive Plan. The amounts shown in the "Threshold" column represent the minimum amount payable under the Omnibus Incentive Plan based on the assumption that corporate and business unit performance met the thresholds established for the financial performance goals. We generally do not pay a bonus for performance that is at or below the threshold established for financial performance goals except for the operating income margin financial measure, where we pay 50% at threshold. For performance that exceeds threshold but does not meet target, bonus payments are based on the level of performance and are increased ratably until target is reached. Actual payouts for fiscal year 2016 are shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.
|
(2)
|
These share amounts represent the range of possible performance share award payouts at various levels of attainment for the performance period beginning October 1, 2015 and ending September 30, 2018.
|
(3)
|
Amounts in this column represent the grant date fair value of restricted stock units, performance shares and nonqualified stock options. For awards made to our named executive officers on November 11, 2015, the dollar value shown for restricted stock is based on the closing price of our Common Stock of $98.24 per share on November 11, 2015. For awards that are subject to performance conditions, such as the performance shares, in the table above, we report the value at grant date based upon the probable outcome of such conditions consistent with our estimate of aggregate compensation cost to be recognized over the service period determined under Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures. For this purpose, the probable outcome of the performance shares is assumed to be at target level attainment. The dollar amount shown for nonqualified stock options was determined on the basis of a binomial method of valuation.
|
|
|
|
|
42
|
|
Option Awards
|
Stock Awards
|
||||||||||||||||||
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(# (2)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(3)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)(4)
|
Equity Incentive
Plan Awards:
Market Value or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
($)(3)
|
|||||||||||
Steven H. Collis
|
2/16/2011
|
180,000
|
|
—
|
|
$
|
36.37
|
|
02/16/2018
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
2/29/2012
|
283,467
|
|
—
|
|
$
|
37.37
|
|
03/01/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
|
11/14/2012
|
75,620
|
|
25,207
|
|
$
|
40.21
|
|
11/14/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
08/07/2013
|
80,869
|
|
26,957
|
|
$
|
58.74
|
|
08/07/2020
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
11/13/2013
|
119,429
|
|
119,430
|
|
$
|
68.49
|
|
11/13/2020
|
|
19,565
|
|
$
|
1,580,461
|
|
—
|
|
$
|
—
|
|
|
11/12/2014
|
47,017
|
|
141,053
|
|
$
|
88.71
|
|
11/12/2021
|
|
15,105
|
|
$
|
1,220,182
|
|
33,823
|
|
$
|
2,732,222
|
|
|
11/12/2015
|
—
|
|
153,406
|
|
$
|
98.24
|
|
11/11/2022
|
|
13,640
|
|
$
|
1,101,839
|
|
23,870
|
|
$
|
1,928,219
|
|
|
|
786,402
|
|
466,053
|
|
|
|
48,310
|
|
$
|
3,902,482
|
|
57,693
|
|
$
|
4,660,441
|
|
|||
Tim G. Guttman
|
2/29/2012
|
52,717
|
|
—
|
|
$
|
37.37
|
|
03/01/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
11/14/2012
|
55,987
|
|
18,663
|
|
$
|
40.21
|
|
11/14/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
|
11/13/2013
|
30,303
|
|
30,303
|
|
$
|
68.49
|
|
11/13/2020
|
|
4,964
|
|
$
|
400,992
|
|
—
|
|
$
|
—
|
|
|
11/12/2014
|
14,035
|
|
42,105
|
|
$
|
88.71
|
|
11/12/2021
|
|
4,509
|
|
$
|
364,237
|
|
10,096
|
|
$
|
815,555
|
|
|
11/12/2015
|
—
|
|
45,793
|
|
$
|
98.24
|
|
11/11/2022
|
4,072
|
|
$
|
328,936
|
|
7,125
|
|
$
|
575,558
|
|
|
|
|
153,042
|
|
136,864
|
|
|
|
13,545
|
|
$
|
1,094,165
|
|
17,221
|
|
$
|
1,391,113
|
|
|||
John G. Chou
|
2/16/2011
|
63,750
|
|
—
|
|
$
|
36.37
|
|
02/16/2018
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
2/29/2012
|
48,818
|
|
—
|
|
$
|
37.37
|
|
03/01/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
|
11/14/2012
|
41,991
|
|
13,997
|
|
$
|
40.21
|
|
11/14/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
11/13/2013
|
19,608
|
|
19,608
|
|
$
|
68.49
|
|
11/13/2020
|
|
3,212
|
|
$
|
259,465
|
|
—
|
|
$
|
—
|
|
|
11/12/2014
|
9,122
|
|
27,369
|
|
$
|
88.71
|
|
11/12/2021
|
|
2,931
|
|
$
|
236,766
|
|
6,563
|
|
$
|
530,159
|
|
|
11/12/2015
|
—
|
|
45,793
|
|
$
|
98.24
|
|
11/11/2022
|
4,072
|
|
$
|
328,936
|
|
7,125
|
|
$
|
575,558
|
|
|
|
|
183,289
|
|
106,767
|
|
|
|
10,215
|
|
$
|
825,167
|
|
13,688
|
|
$
|
1,105,717
|
|
|||
James D. Frary
|
8/1/2007
|
5,000
|
|
—
|
|
$
|
23.08
|
|
08/01/2017
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
9/23/2010
|
18,750
|
|
—
|
|
$
|
30.34
|
|
09/23/2017
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
|
2/16/2011
|
52,500
|
|
—
|
|
$
|
36.37
|
|
02/16/2018
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
2/29/2012
|
39,370
|
|
—
|
|
$
|
37.37
|
|
03/01/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
11/14/2012
|
41,991
|
|
13,997
|
|
$
|
40.21
|
|
11/14/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
11/13/2013
|
23,173
|
|
23,173
|
|
$
|
68.49
|
|
11/13/2020
|
|
3,796
|
|
$
|
306,641
|
|
—
|
|
$
|
—
|
|
|
11/12/2014
|
10,526
|
|
31,579
|
|
$
|
88.71
|
|
11/12/2021
|
|
3,382
|
|
$
|
273,198
|
|
7,572
|
|
$
|
611,666
|
|
|
11/12/2015
|
—
|
|
36,634
|
|
$
|
98.24
|
|
11/11/2022
|
3,257
|
|
$
|
263,100
|
|
5,701
|
|
$
|
460,527
|
|
|
|
|
191,310
|
|
105,383
|
|
|
|
10,435
|
|
$
|
842,939
|
|
13,273
|
|
$
|
1,072,193
|
|
|||
Robert P. Mauch
|
2/29/2012
|
11,260
|
|
—
|
|
$
|
37.37
|
|
03/01/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
11/14/2012
|
12,383
|
|
12,384
|
|
$
|
40.21
|
|
11/14/2019
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
|
|
11/13/2013
|
15,786
|
|
15,787
|
|
$
|
68.49
|
|
11/13/2020
|
|
2,785
|
|
$
|
224,972
|
|
—
|
|
$
|
—
|
|
|
6/2/2014
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
10,000
|
|
$
|
807,800
|
|
—
|
|
$
|
—
|
|
|
11/12/2014
|
4,140
|
|
12,421
|
|
$
|
88.71
|
|
11/12/2021
|
|
1,330
|
|
$
|
107,437
|
|
2,979
|
|
$
|
240,644
|
|
|
11/11/2015
|
—
|
|
41,214
|
|
$
|
98.24
|
|
11/11/2022
|
|
3,664
|
|
$
|
295,978
|
|
6,413
|
|
$
|
518,042
|
|
|
|
43,569
|
|
81,806
|
|
|
|
17,779
|
|
$
|
1,436,187
|
|
9,392
|
|
$
|
758,686
|
|
(1)
|
Stock options granted before 2008 have a ten-year term and stock options granted during and after 2008 have a seven-year term. Stock options vest at a rate of 25% per year on the anniversary of the grant date over the four-year period from the date of grant.
|
(2)
|
Restricted stock awards and restricted stock units vest 100% on the third anniversary of the grant date.
|
(3)
|
Based on the closing price of our Common Stock of $80.78 per share on September 30, 2016, the last trading day of our fiscal year.
|
(4)
|
Represents the number of performance shares at maximum level attainment. Performance shares vest, if at all, subject to attainment of the applicable performance metrics at the end of the three-year performance period.
|
43
|
|
|
|
|
|
Option Awards
|
Stock Awards
|
||||
Name
|
Number of
Shares Acquired
on Exercise
(#)
|
Value Realized on Exercise
($) (1) |
Number of
Shares Acquired
on Vesting
(#)
|
Value Realized
on Vesting
($) (2)
|
||
Steven H. Collis
|
217,194
|
14,316,764
|
|
166,533
|
14,592,771
|
|
Tim G. Guttman
|
—
|
—
|
20,862
|
1,779,602
|
|
|
John G. Chou
|
63,750
|
3,717,243
|
|
14,112
|
1,210,733
|
|
James D. Frary
|
—
|
—
|
15,865
|
1,352,340
|
|
|
Robert P. Mauch
|
12,667
|
661,806
|
|
4,265
|
411,956
|
|
(1)
|
Value realized on exercise is based on the fair market value of our Common Stock on the date of exercise minus the exercise price and does not necessarily reflect proceeds actually received by the named executive officer.
|
(2)
|
Value realized on vesting is based on the fair market value of our Common Stock on the date of vesting before tax withholding and does not necessarily reflect proceeds actually received by the named executive officer.
|
|
|
|
|
44
|
Name
|
Executive
Contributions
in Last
Fiscal
Year to
Deferred
Compensation
Plan
($)
(a)
|
AmerisourceBergen
Contributions
in Last
Fiscal
Year to
AmerisourceBergen
Corporation
Benefit
Restoration
Plan
($) (1)
(b)
|
Aggregate Earnings
in Last
Fiscal
Year in
Deferred
Compensation
Plan
($) (2)
(c)
|
Aggregate Earnings
in Last
Fiscal
Year in
Benefit
Restoration
Plan
($) (2)
(d)
|
Aggregate
Withdrawals/ Distributions
($)
(e)
|
Aggregate Balance
at Last
Fiscal Year
End in
Deferred
Compensation
Plan
($)
(f)
|
Aggregate Balance
at Last
Fiscal Year
End in
Benefit
Restoration
Plan
($) (3)
(g)
|
|||||||
Steven H. Collis
|
315,507
|
|
137,032
|
|
252,005
|
|
88,404
|
|
—
|
|
2,533,181
|
|
900,269
|
|
Tim G. Guttman
|
—
|
|
59,267
|
|
—
|
|
33,310
|
|
—
|
|
—
|
|
337,542
|
|
John G.
Chou
|
—
|
|
51,032
|
|
—
|
|
37,410
|
|
—
|
|
—
|
|
353,482
|
|
James D. Frary
|
—
|
|
52,522
|
|
71,790
|
|
23,788
|
|
—
|
|
537,809
|
|
213,342
|
|
Robert P. Mauch
|
13,154
|
|
36,434
|
|
255
|
|
12,206
|
|
—
|
|
13,408
|
|
112,718
|
|
(1)
|
The amounts shown as Company contributions to the benefit restoration plan are also reported as compensation to the named executive officer in the Summary Compensation Table.
|
(2)
|
Amounts shown represent the net change to the named executive officer's account in fiscal year 2016 for the aggregate gains and losses on the plan investments under the benefit restoration plan and the deferred compensation plan. The amounts shown are not considered above market or preferential earnings and are not reported as compensation in the Summary Compensation Table.
|
(3)
|
The amounts reflected in columns (f) and (g) for Mr. Collis, Mr. Guttman, Mr. Chou, and Mr. Frary, with the exception of the amounts reflected in columns (a), (b), (c) and (d), if any, have been reported in prior Company proxy statements. No portion of the amount reflected in columns (f) and (g) have been reported in prior Company proxy statements for Mr. Mauch because he was not a named executive officer prior to 2016.
|
45
|
|
|
|
|
•
|
Continuation of base salary in effect for the named executive officer, subject to increase in accordance with our prevailing practice from time to time.
|
•
|
Incentive compensation, bonus and benefits in accordance with our prevailing practice from time to time.
|
•
|
Rights on our part to terminate the executive for cause or without cause.
|
•
|
Rights on the executive's part to terminate for good reason (upon at least 60 days' prior written notice and opportunity for the Company to cure) or without good reason (upon at least 30 days' prior written notice).
|
•
|
During, and for a period of two years following termination of employment, each of the named executive officers has agreed not to (i) compete, directly or indirectly, with any business in which we or our subsidiaries engage or are considering for development or investment or (ii) solicit any of our employees for employment. The non-compete obligation of our named executive officers also includes the obligation to abide by non-compete obligations to which we are subject as a result of a divestiture or other contractual restrictions.
|
Cause for termination means:
|
Good reason for termination means:
|
Continued failure to substantially perform job duties
|
Reduction in base salary
|
Willful misconduct
|
Diminution of authority, duties or responsibilities
|
Conviction of a felony or a misdemeanor involving moral turpitude that materially harms the Company
|
Failure to provide agreed position or pay
|
•
|
payment of base salary for a period of two years following the loss of employment;
|
•
|
payment of a pro rata bonus for the portion of the year completed prior to loss of employment or, in the case of certain executives, a two-year bonus continuation payment based on the average annual bonuses paid in the preceding three years;
|
•
|
reimbursement of costs incurred by the executive to continue health coverage after the termination of employment;
|
•
|
executive outplacement assistance; and
|
•
|
accrued but unpaid cash compensation, such as unpaid base salary, vacation pay and business expenses (paid in a lump sum within 30 days of termination of employment)
|
|
|
|
|
46
|
•
|
account balances under the benefit restoration plan would immediately vest upon a change in control as long as the executive is still employed by us;
|
•
|
unvested stock options will vest and restrictions on stock awards will lapse if the executive is involuntarily terminated by us, whether or not for cause, within two years after a change in control; and
|
•
|
unvested performance shares will vest in the case of an executive's involuntary termination of employment, whether or not for cause, within two years of a change in control and the payout of the award, if any, will be based on a shortened performance period (extending from the beginning of the performance period through the end of the fiscal quarter preceding the change in control).
|
47
|
|
|
|
|
Name
|
Benefit
|
Death and
Termination
with
Disability
($)
|
Termination
by Executive
without Good
Reason
($)
|
Termination
by Company
without
Cause or by
Executive for
Good Reason
($)
|
Termination
by Company
for Cause
($)
|
Change
in
Control ($)
|
Involuntary
Termination
with or without
Cause within
Two Years of
Change in
Control
($)(1)
|
||||||
Steven H. Collis
|
Accrued Unpaid Salary
|
23,846
|
|
23,846
|
|
23,846
|
|
23,846
|
|
—
|
|
—
|
|
|
2016 Bonus
|
1,860,000
|
|
—
|
|
1,860,000
|
|
—
|
|
—
|
|
—
|
|
|
Salary Continuation
|
—
|
|
—
|
|
2,480,000
|
|
—
|
|
—
|
|
—
|
|
|
Bonus Continuation
|
—
|
|
—
|
|
3,748,012
|
|
—
|
|
—
|
|
—
|
|
|
COBRA Premiums
|
—
|
|
—
|
|
52,655
|
|
—
|
|
—
|
|
—
|
|
|
Outplacement
|
—
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
—
|
|
|
Accelerated Vesting of Equity(2)
|
14,071,625
|
|
—
|
|
—
|
|
—
|
|
—
|
|
18,125,148
|
|
|
Benefit Restoration Plan(3)
|
900,269
|
|
900,269
|
|
—
|
|
—
|
|
900,269
|
|
—
|
|
|
Total
|
16,855,740
|
|
924,115
|
|
8,174,513
|
|
23,846
|
|
900,269
|
|
18,125,148
|
|
Tim G. Guttman
|
Accrued Unpaid Salary
|
13,654
|
|
13,654
|
|
13,654
|
|
13,654
|
|
—
|
|
—
|
|
|
2016 Bonus
|
710,000
|
|
—
|
|
710,000
|
|
—
|
|
—
|
|
—
|
|
|
Salary Continuation
|
—
|
|
—
|
|
1,420,000
|
|
—
|
|
—
|
|
—
|
|
|
Bonus Continuation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
COBRA Premiums
|
—
|
|
—
|
|
50,097
|
|
—
|
|
—
|
|
—
|
|
|
Outplacement
|
—
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
—
|
|
|
Accelerated Vesting of Equity(2)
|
4,338,487
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,548,456
|
|
|
Benefit Restoration Plan(3)
|
337,542
|
|
337,542
|
|
—
|
|
—
|
|
337,542
|
|
—
|
|
|
Total
|
5,399,683
|
|
351,196
|
|
2,203,751
|
|
13,654
|
|
337,542
|
|
5,548,456
|
|
John G. Chou
|
Accrued Unpaid Salary
|
12,000
|
|
12,000
|
|
12,000
|
|
12,000
|
|
—
|
|
—
|
|
|
2016 Bonus
|
624,000
|
|
—
|
|
624,000
|
|
—
|
|
—
|
|
—
|
|
|
Salary Continuation
|
—
|
|
—
|
|
1,248,000
|
|
—
|
|
—
|
|
—
|
|
|
Bonus Continuation
|
—
|
|
—
|
|
1,335,983
|
|
—
|
|
—
|
|
—
|
|
|
COBRA Premiums
|
—
|
|
—
|
|
46,388
|
|
—
|
|
—
|
|
—
|
|
|
Outplacement
|
—
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
—
|
|
|
Accelerated Vesting of Equity(2)
|
3,238,865
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,321,363
|
|
|
Benefit Restoration Plan(3)
|
353,482
|
|
353,482
|
|
—
|
|
—
|
|
353,482
|
|
—
|
|
|
Total
|
4,228,347
|
|
365,482
|
|
3,276,371
|
|
12,000
|
|
353,482
|
|
4,321,363
|
|
James D. Frary
|
Accrued Unpaid Salary
|
11,538
|
|
11,538
|
|
11,538
|
|
11,538
|
|
—
|
|
—
|
|
|
2016 Bonus
|
600,000
|
|
—
|
|
600,000
|
|
—
|
|
—
|
|
—
|
|
|
Salary Continuation
|
—
|
|
—
|
|
1,200,000
|
|
—
|
|
—
|
|
—
|
|
|
Bonus Continuation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
COBRA Premiums
|
—
|
|
—
|
|
51,325
|
|
—
|
|
—
|
|
—
|
|
|
Outplacement
|
—
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
—
|
|
|
Accelerated Vesting of Equity(2)
|
3,314,667
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,264,513
|
|
|
Benefit Restoration Plan(3)
|
213,342
|
|
213,342
|
|
—
|
|
—
|
|
213,342
|
|
—
|
|
|
Total
|
4,139,547
|
|
224,880
|
|
$1,872,863
|
11,538
|
|
213,342
|
|
4,264,513
|
|
|
Robert P. Mauch
|
Accrued Unpaid Salary
|
11,538
|
|
11,538
|
|
11,538
|
|
11,538
|
|
—
|
|
—
|
|
|
2016 Bonus
|
600,000
|
|
—
|
|
600,000
|
|
—
|
|
—
|
|
—
|
|
|
Salary Continuation(4)
|
—
|
|
—
|
|
1,200,000
|
|
—
|
|
—
|
|
—
|
|
|
Bonus Continuation(4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
COBRA Premiums
|
—
|
|
—
|
|
40,706
|
|
—
|
|
—
|
|
—
|
|
|
Outplacement
|
—
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
—
|
|
|
Accelerated Vesting of Equity(2)
|
3,149,805
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,016,127
|
|
|
Benefit Restoration Plan(3)
|
112,718
|
|
112,718
|
|
—
|
|
—
|
|
112,718
|
|
—
|
|
|
Total
|
3,874,061
|
|
124,256
|
|
1,862,244
|
|
11,538
|
|
112,718
|
|
4,016,127
|
|
(1)
|
The benefits shown are in addition to any amounts that the named executive officer would receive (i) as a result of the accelerated vesting of account balances under the benefit restoration plan upon a change in control, as shown in the column "Change in Control," or (ii) if the termination of his or her employment was without cause, as shown in the column "Termination by Company without Cause or by Executive for Good Reason." Applying the Section 280G analysis to benefits otherwise payable to Mr. Mauch in the event of a change in control and an involuntary termination of employment as of September 30, 2016 would result in a reduction in benefits in the amount of $616,253.
|
|
|
|
|
48
|
(2)
|
The value of the accelerated vesting of unvested restricted stock is calculated by multiplying the number of shares of unvested restricted stock held by the named executive officer as of September 30, 2016 by $80.78, the closing price of our Common Stock on that date. The value of the accelerated vesting of unvested options is calculated by multiplying the number of unvested options held by the named executive officer on September 30, 2016 by the difference between the exercise price of the options and $80.78, the closing price of a share of our Common Stock on that date. Unvested restricted stock vests in the case of disability, death or an involuntary termination of employment within two years of a change in control of the Company. Unvested stock options vest upon an involuntary termination of employment within two years of a change in control of the Company. The value of the accelerated vesting of unvested performance shares is calculated based upon the performance to date multiplied by $80.78, the closing price of our Common Stock on September 30, 2016.
|
(3)
|
The amounts shown represent the value of unvested account balances under the benefit restoration plan for events that would result in the accelerated vesting and payment of those benefits. Account balances under the benefit restoration plan do not vest in full until an employee reaches age 62 (or age 55 with more than 15 years of service), except that vesting is accelerated upon disability, death and change in control of the Company (so long as the participant is employed by the Company on the date of the change in control). Unvested account balances are forfeited if the participant is terminated for any reason other than death or disability. If a participant is terminated for cause, he or she forfeits all vested and unvested account balances under the benefit restoration plan. Distribution of account balances upon termination of employment, death, disability or change in control are made in a lump sum.
|
(4)
|
In the case of death, the present value of amounts owed as salary continuation will be paid within a specified time after death. In addition, there is no bonus continuation in the event of death.
|
Reason for Termination
|
Unvested Awards
|
Impact on Expiration Date of
Vested Options
|
Termination for Cause
|
Forfeit
|
Immediately upon termination
|
Voluntary Termination by Executive
|
Forfeit
|
3 months from date of termination
|
Termination without Cause
|
Forfeit Restricted Stock and
Restricted Stock Units
Forfeit Options
Performance Shares forfeited if termination is prior to 18 months from the beginning of the performance period; otherwise, payout at end of performance period is reduced pro-rata for period of employment
|
1 year from date of termination
|
Involuntary Termination by AmerisourceBergen within 2 Years of Change in Control
|
Restrictions lapse on Restricted Stock
and Restricted Stock Units
Options vest
Performance Shares vest with performance period measured only through end of quarter preceding change in control event
|
1 year from date of termination
|
Death
|
Restrictions lapse on Restricted Stock
and Restricted Stock Units
Forfeit Options
Performance Shares forfeited if death is prior to 18 months from the beginning of the performance period; otherwise, performance shares vest and payout is reduced for period of employment and performance period is measured only through end of quarter preceding death
|
1 year from date of death
|
Disability
|
Restrictions lapse on Restricted Stock
and Restricted Stock Units
Forfeit Options
Performance Shares forfeited if disability occurs prior to 18 months from the beginning of the performance period; otherwise, Performance Shares vest and payout is reduced for period of employment and performance period is measured only through end of quarter preceding disability
|
1 year from date of termination
|
Retirement (for awards granted prior to February 19, 2009)
|
Forfeit
|
3 years from date of termination
|
Retirement (for awards granted on or after February 19, 2009)
|
Restricted Stock, Restricted Stock Units, Performance Shares and Options continue to vest to the extent and according to the schedule set forth in the applicable award agreement
|
Expires at the end of the stated term in the applicable award agreement
|
49
|
|
|
|
|
•
|
directors and nominees;
|
•
|
executive officers;
|
•
|
persons controlling more than 5% of our Common Stock;
|
•
|
the immediate family members of each of these individuals; and
|
•
|
a firm, corporation or other entity in which any of these individuals is employed or is a partner or principal or in which any of these individuals has more than 5% ownership interest.
|
|
|
|
|
50
|
51
|
|
|
|
|
|
|
|
|
52
|
Name and Address of
Beneficial Owner(1)
|
Title of Beneficial Owner
|
Aggregate Number
of Shares
Beneficially
Owned (#) (2)
|
Percent
of Class (%)
|
Steven H. Collis(3)
|
Chairman, President and Chief Executive Officer
|
1,165,569
|
*
|
Tim G. Guttman(3)
|
Executive Vice President and Chief Financial Officer
|
246,600
|
*
|
John G. Chou(3)
|
Executive Vice President and General Counsel
|
269,647
|
*
|
James D. Frary(3)
|
Executive Vice President and President, AmerisourceBergen Specialty Group
|
282,161
|
*
|
Robert P. Mauch
|
Executive Vice President and President, AmerisourceBergen Drug Corporation
|
82,482
|
|
Ornella Barra(4)
|
Director
|
56,854,867
|
26.1%
|
Douglas R. Conant(5)
|
Director
|
3,621
|
*
|
D. Mark Durcan
|
Director
|
1,000
|
*
|
Richard W. Gochnauer(5)
|
Director
|
63,488
|
*
|
Lon R. Greenberg(5)
|
Director
|
9,500
|
*
|
Jane E. Henney, M.D.(5)
|
Lead Independent Director
|
15,549
|
*
|
Kathleen W. Hyle(5)
|
Director
|
34,340
|
*
|
Michael J. Long(5)
|
Director
|
31,509
|
*
|
Henry W. McGee(5)
|
Director
|
21,486
|
*
|
All directors and executive officers as a group (20 people)(6)
|
|
59,581,310
|
27.3%
|
Blackrock, Inc.
55 East 52nd Street
New York, New York 10005 (7)
|
|
13,376,763
|
6.1%
|
Vanguard Group Inc.
100 Vanguard Boulevard
Malvern, Pennsylvania 19355 (8)
|
|
15,582,567
|
7.1%
|
Walgreens Boots Alliance Holdings LLC(9)
c/o Walgreens Boots Alliance, Inc.
108 Wilmot Road, Deerfield, Illinois 60015
|
|
56,854,867
|
26.1%
|
(1)
|
The address for each named executive officer and director is: AmerisourceBergen Corporation, 1300 Morris Drive, Chesterbrook, PA 19087.
|
(2)
|
Based on information furnished to us by the respective stockholders or obtained by us from sources we believe are reliable. We believe that, unless otherwise indicated, the beneficial owners have sole voting and investment power over the shares shown opposite their names.
|
(3)
|
Common Stock and the percent of class listed as being beneficially owned by our named executive officers include outstanding options to purchase shares of Common Stock, which are exercisable within 60 days of November 30, 2016, as follows: Mr. Collis—
|
53
|
|
|
|
|
(4)
|
The aggregate number of shares beneficially owned by Ms. Barra consists of the 56,854,867 shares that are held by Walgreens Boots Alliance Holdings LLC. By virtue of her position as Co-Chief Operating Officer of Walgreens Boots Alliance, Inc., Ms. Barra may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 56,854,867 shares held by Walgreens Boots Alliance Holdings LLC.
|
(5)
|
Common Stock and the percent of class listed as being beneficially owned by our non-employee directors include outstanding options to purchase shares of Common Stock, which are exercisable within 60 days of November 30, 2016, as follows: Ms. Barra—0 shares; Mr. Conant—0 shares; Mr. Durcan—0 shares; Mr. Gochnauer—52,541 shares; Mr. Greenberg—0 shares; Dr. Henney—3,528 shares; Ms. Hyle—19,932 shares; Mr. Long—0 shares; and Mr. McGee—10,585 shares.
|
(6)
|
Includes all directors and executive officers, including the named executive officers. The aggregate number of shares beneficially owned by all directors and executive officers as a group includes the 56,854,867 shares that are held by Walgreens Boots Alliance Holdings LLC. See footnote (4) above.
|
(7)
|
This information is based on a Schedule 13G/A filed with the SEC on February 10, 2016 by Blackrock, Inc., which reports sole voting power with respect to 13,939,208 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 16,376,763 shares, shared dispositive power with respect to 0 shares, and an aggregate beneficial ownership of 16,376,763 shares.
|
(8)
|
This information is based on a Schedule 13G/A filed with the SEC on February 10, 2016 by The Vanguard Group, which reports sole voting power with respect to 369,789 shares, shared voting power with respect to 21,000 shares, sole dispositive power with respect to 15,186,639 shares, shared dispositive power with respect to 395,928 shares, and an aggregate beneficial ownership of 15,582,567 shares.
|
(9)
|
This information is based on a Schedule 13D/A filed with the SEC on November 14, 2016 by Walgreen Boots Alliance Holdings LLC, WBA Investments, Inc. and Walgreens Boots Alliance, Inc. which reports sole voting power with respect to 0 shares, shared voting power with respect to 56,854,867 shares, sole dispositive power with respect to 0 shares, shared dispositive ownership with respect to 56,854,867 shares, and an aggregate beneficial ownership of 56,854,867 shares.
|
Plan Category
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants,
and rights (#)
(a)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights ($)
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities
reflected in column (a)) (#)
(c)
|
Equity compensation plans approved by security holders
|
11,775,272(1)
|
|
$64
|
22,601,797.5(2)
|
Equity compensation plans not approved by security holders
|
—
|
|
N/A
|
—
|
Total
|
11,775,272
|
|
$64
|
22,601,797.5
|
(1)
|
Includes shares of our Common Stock to be issued upon exercise of outstanding options and vesting of restricted stock units and performance share awards under our Equity Incentive Plan and our Omnibus Incentive Plan.
|
(2)
|
Includes shares available for future issuances of equity awards (including options, restricted stock, restricted stock units and performance share awards) under the Omnibus Incentive Plan. As of March 6, 2014, we ceased to use the Equity Incentive Plan for issuances of equity awards.
|
|
|
|
|
54
|
55
|
|
|
|
|
|
|
|
|
56
|
57
|
|
|
|
|
|
|
|
|
58
|
(1)
|
The Company received a private letter ruling from the Internal Revenue Service in November 2015, which entitles it to an income tax deduction equal to the fair value of the Warrants on the date of exercise. As a result, the Company recognized a tax benefit adjustment of approximately $456,000, which represented the estimated tax deduction for the increase in the fair value of the Warrants from the issuance date through September 30, 2015. A tax benefit of approximately $52,000 was recognized primarily related to the change in the fair value of the Warrants during the fiscal year ended September 30, 2016. In connection with the fiscal 2014 special $650,000 share repurchase program, the Company issued $600,000 of 1.15% senior notes due in May 2017. The interest expense incurred relating to this borrowing has been excluded from the non-GAAP presentation.
|
(2)
|
The sum of the components do not equal the total due to rounding.
|
(3)
|
For the non-GAAP presentation, diluted weighted average common shares outstanding of 225,959 shares have been adjusted to exclude the dilutive impact of the Warrants prior to their exercise (10,415 shares) and the shares repurchased under special share repurchase programs, net of the weighted average number of shares issued related to the March 2016 and August 2016 Warrants exercises (13,357 shares), for a total number of non-GAAP diluted shares outstanding of 228,901.
|
A-
1
|
|
|
|
|
(1)
|
During the fiscal year ended September 30, 2015, the amount of Warrants expense deductible for income tax purposes was based on the initial 2013 valuation of the Warrants. In connection with the fiscal 2014 special $650,000 share repurchase program, the Company issued $600,000 of 1.15% senior notes due in May 2017. The interest expense incurred related to this borrowing has been excluded from the non-GAAP presentation.
|
(2)
|
Represents an impairment charge related to the Company's minority ownership interest in a pharmaceutical wholesaler in Brazil. Due to the nature of the loss, no tax benefit was recorded.
|
(3)
|
For the non-GAAP presentation, diluted weighted average common shares outstanding of 217,786 shares have been adjusted to exclude the shares repurchased under special share repurchase programs (7,629 shares) and include the impact of the stock option, restricted stock, and restricted stock units that were anti-dilutive for the GAAP presentation due to the GAAP loss (4,857 shares), for a total number of non-GAAP diluted shares outstanding of 230,272.
|
|
A-1
|
|
|
|
B-
1
|
|
|
|
|
1 Year AmerisourceBergen Chart |
1 Month AmerisourceBergen Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions