UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Cencora, Inc.
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(Exact name of registrant as specified in its charter)

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Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

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.

Director Appointment

On August 13, 2024, the Board of Directors (the “Board”) of Cencora, Inc. (the “Company”) appointed Frank Clyburn to serve on the Board (the “Appointment”), with such Appointment to be effective as of October 1, 2024 (the “Effective Date”). In connection with the Appointment and the previously-disclosed appointment of Robert P. Mauch to the Board (also effective as of the Effective Date), the Board will increase from eleven to thirteen members in accordance with the Company’s Amended and Restated Bylaws as of the Effective Date.

Mr. Clyburn 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 36 to 37 of the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 29, 2024. All such compensation, including 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 2025 Annual Meeting of Stockholders.

There are no arrangements or understandings between Mr. Clyburn and any other persons pursuant to which Mr. Clyburn was appointed as a director. There are no family relationships between Mr. Clyburn and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Clyburn that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On August 15, 2024, 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 in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC 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. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

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.

EXHIBIT 99.1

CENCORA ELECTS FRANK CLYBURN TO ITS BOARD OF DIRECTORS

CONSHOHOCKEN, PA, August 15, 2024 — Cencora, Inc. (NYSE: COR) today announced that its Board of Directors has elected Frank Clyburn as a new independent director, effective October 1, 2024. With the election of Mr. Clyburn, the Board of Directors will increase to thirteen members.

“Cencora’s Board of Directors is pleased to welcome Mr. Clyburn as a director. His many years of executive experience, including within the pharmaceutical industry, will be an asset to the company as we continue to focus on long-term, sustainable growth,” said Mark Durcan, Lead Independent Director.

“Frank is a tenured executive leader who will bring valuable insights and perspectives to his role as a member of our Board,” said Steven H. Collis, Chairman, President & Chief Executive Officer. “We look forward to benefiting from his expertise and guidance as we continue to execute against our pharmaceutical-centric strategy.”

Mr. Clyburn recently served as Chief Executive Officer and as a member of the board of directors of International Flavors and Fragrances Inc. Prior to his roles with IFF, Mr. Clyburn spent decades in various leadership roles at leading pharmaceutical manufacturers, including Executive Vice President and President of Human Health at Merck. Mr. Clyburn earned his B.A. from Franklin & Marshall College and an M.B.A. from Arizona State University.

About Cencora

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 46,000+ 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 #24 on the Global Fortune 500 with more than $250 billion in annual revenue.

Contact: Bennett S. Murphy

Senior Vice President, Head of Investor Relations & Treasury

610-727-3693

bennett.murphy@cencora.com