Cencora Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
Commission File Number:
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of exchange on which registered |
New York Stock Exchange ( | ||
New York Stock Exchange ( | ||
New York Stock Exchange ( |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 27, 2025, Cencora, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed D. Mark Durcan as Chairman of the Board, effective October 1, 2025. Mr. Durcan has served as a director of the Company since September 2015 and as the Board’s Lead Independent Director since March 2023.
Mr. Durcan will succeed Steven H. Collis who confirmed to the Board that, as previously reported, he will retire as Executive Chairman of the Board and as a director, effective at the end of the Company’s fiscal year ending September 30, 2025.
As a result of Mr. Collis stepping down from the Board, the size of the Board will be reduced from 11 to 10 directors, effective upon his retirement. Mr. Collis’ decision to retire from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01 | Regulation FD Disclosure. |
On August 27, 2025, the Company issued a news release announcing the matter. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished 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. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 | News Release of Cencora, Inc., dated August 27, 2025 | |
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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.
Cencora, Inc. | ||
August 27, 2025 | By: | /s/ Elizabeth S. Campbell |
Name: Elizabeth S. Campbell | ||
Title: Executive Vice President and Chief Legal Officer |