UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) of AmerisourceBergen Corporation (the “Company”), shareholders approved the AmerisourceBergen Corporation 2022 Omnibus Incentive Plan (the “Equity Plan”). The Equity Plan is a long-term incentive plan, pursuant to which awards may be granted to employees (including executive officers), consultants, independent contractors, and non-employee directors of the Company and its subsidiaries, including stock options, stock appreciation rights, stock awards, restricted stock units, dividend equivalents, and other awards. The Equity Plan was adopted principally to serve as a successor plan to the AmerisourceBergen Corporation Omnibus Incentive Plan (the “Prior Plan”) and to increase the number of shares of Company common stock reserved for equity-based awards by 22,750,000 shares (in addition to the share reserve amount that remained available under the Prior Plan immediately prior to the adoption of the Equity Plan and any shares of Company common stock subject to outstanding equity-based awards under the Prior Plan that expire, are forfeited, or are otherwise terminated without having been exercised, vested, or settled in full). No awards may be granted under the Equity Plan after March 9, 2032. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the Equity Plan subsequent to the 2022 Annual Meeting because the grant and payment of such awards is subject to the discretion of the Compensation and Succession Planning Committee of the Company’s Board of Directors.
The foregoing description of the terms and conditions of the Equity Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 10.1 | AmerisourceBergen Corporation 2022 Omnibus Incentive Plan |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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: | April 1, 2022 | By: | /s/ Elizabeth S. Campbell |
| Name: | Elizabeth S. Campbell | ||
| Title: | Executive Vice President & Chief Legal Officer | ||