Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Appointment On September 24, 2026, the Board of Directors (the “Board”) of Cencora, Inc. (the “Company”) appointed Robert E. Sanchez to serve on the Board (the “Appointment”), effective October 1, 2026 (the “Effective Date”).…
Cencora is a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world. We partner with pharmaceutical innovators across the value chain to facilitate and optimize market access to therapies. Care providers depend on us for the secure, reliable delivery of pharmaceuticals, healthcare products, and solutions. Our worldwide team members contribute to positive health outcomes through the power of our purpose: We are united in our responsibility to create healthier futures. Cencora is ranked #10 on the Fortune 500 and #16 on the Global Fortune 500 with more than $300 billion in annual revenue. Learn more at investor.cencora.com
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
On September 24, 2026, the
Board of Directors (the “Board”) of Cencora, Inc. (the “Company”) appointed Robert E. Sanchez to serve on the
Board (the “Appointment”), effective October 1, 2026 (the “Effective Date”). In connection with the Appointment,
the Board increased from ten to eleven members in accordance with the Company’s Amended and Restated Bylaws.
Mr. Sanchez will receive
the same benefits and compensation as the other non-employee directors on the Board pursuant to the Company’s Compensation Policy
for Non-Employee Directors, as described on pages 40 to 41 of the Definitive Proxy Statement on Schedule 14A filed by the Company
with the Securities and Exchange Commission on January 22, 2026. Cash compensation is paid on a quarterly basis and the non-employee
director annual equity award will be pro-rated for the period beginning on the Effective Date and ending on the date of the Company’s
2027 Annual Meeting of Stockholders.
There are no arrangements
or understandings between Mr. Sanchez and any other persons pursuant to which Mr. Sanchez was appointed as a director. There are no family
relationships between Mr. Sanchez and any director or executive officer of the Company, and the Company has not entered into any transactions
with Mr. Sanchez that would require disclosure under Item 404(a) of Regulation S-K. At this time, Mr. Sanchez has not been named
to serve on any committees of the Board.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On September 25, 2026, the
Company issued a news release announcing the Appointment. 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.
Filed exhibits (1)
EX-99.1 (by filename) tm2626030d1_ex99-1.htm
Exhibit 99.1
Press
Release
CENCORA
ELECTS ROBERT E. SANCHEZ TO ITS BOARD OF DIRECTORS
CONSHOHOCKEN, PA,
September 25, 2026 - Cencora, Inc. (NYSE: COR) today announced that its Board of Directors has elected Robert E. Sanchez as a new
independent director, effective October 1, 2026.
Mr. Sanchez is
the Executive Chair of Ryder System, Inc., where he previously served as Chair and Chief Executive Officer until his retirement in March
2026. Prior to being appointed CEO in 2013, Mr. Sanchez spent two decades with Ryder serving in roles of increasing responsibility including
President and Chief Operating Officer, President of Global Fleet Management Solutions and Executive Vice President and Chief Financial
Officer.
“Robert’s
experience as a public-company CEO, including his deep understanding of logistics and supply chains, will complement the Board’s
skill set as we support Cencora’s pharmaceutical-centric strategy. His appointment reflects the Board’s ongoing commitment
to leaders whose perspectives will further the company’s growth ambitions,” said Mark Durcan, Chair of Cencora’s Board
of Directors.
“Throughout
his career at Ryder, Mr. Sanchez has shaped a thoughtful approa…