Cencora (NYSE: COR) holders back directors, pay and Ernst & Young

Rhea-AI Filing Summary

Cencora, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on March 5, 2026. Shareholders elected eleven directors, with support for each nominee generally ranging from about 163 million to 168 million votes in favor, with relatively few votes against or abstentions.

Shareholders also approved, on an advisory basis, the fiscal 2025 compensation of the company’s named executive officers, with 156,852,214 votes for, 11,422,390 against, and 427,407 abstentions. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026, with 165,700,999 votes for, 12,622,687 against, and 116,893 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________________

FORM 8-K

_________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2026

  _________________________________

Cencora, Inc.

(Exact name of registrant as specified in its charter)

_________________________________

Commission File Number: 1-16671

Delaware

23-3079390

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

1 West First Avenue

Conshohocken

PA

19428-1800

(Address of principal executive offices)

(Zip Code)

(610) 727-7000

(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
Common stock			COR			New York Stock Exchange			(NYSE)
2.875% Senior Notes due 2028			COR28			New York Stock Exchange			(NYSE)
3.625% Senior Notes due 2032			COR32			New York Stock Exchange			(NYSE)

_________________________________

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. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a)Cencora, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on March 5, 2026.

(b)Each of the three items listed below was submitted to a vote of the Company’s shareholders at the Annual Meeting and is described in more detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on January 22, 2026 (the “Proxy Statement”). The final voting results are set forth below.

Item 1 - Election of Eleven Directors.

Each of the individuals listed below was elected by the Company’s shareholders to serve as a director of the Company. The voting results were as follows:

Nominees			For						Against						Abstentions						Broker Non-Votes
Werner Baumann			166,071,108						2,533,763						97,140						9,738,568
Frank K. Clyburn			168,512,239						93,528						96,244						9,738,568
Ellen G. Cooper			168,424,051						178,990						98,970						9,738,568
D. Mark Durcan			167,492,439						1,113,026						96,546						9,738,568
Lon R. Greenberg			163,320,934						5,280,893						100,184						9,738,568
Lorence H. Kim, M.D.			166,821,089						1,781,311						99,611						9,738,568
Robert P. Mauch			168,499,278						96,062						106,671						9,738,568
Redonda G. Miller, M.D.			166,926,934						1,578,834						196,243						9,738,568
Dennis M. Nally			165,985,175						2,619,689						97,147						9,738,568
Lori J. Ryerkerk			168,493,212						68,254						140,545						9,738,568
Lauren M. Tyler			166,921,441						1,589,951						190,619						9,738,568

Item 2 - Advisory Vote to Approve the Fiscal 2025 Compensation of the Company’s Named Executive Officers.

The Company’s shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended September 30, 2025. The voting results were as follows:

For			Against			Abstentions			Broker Non-Votes
156,852,214			11,422,390			427,407			9,738,568

Item 3 - Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026.

The Company’s shareholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The voting results were as follows:

For			Against			Abstentions			Broker Non-Votes
165,700,999			12,622,687			116,893			N/A

No item, other than the three items addressed above and described in the Proxy Statement, was submitted at the Annual Meeting for shareholder action.

 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.
Date:			March 6, 2026			By:			/s/ Elizabeth S. Campbell
						Name:			Elizabeth S. Campbell
						Title:			Executive Vice President & Chief Legal Officer

FAQ

What did Cencora (COR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three key items: electing eleven directors, approving on an advisory basis fiscal 2025 compensation for named executive officers, and ratifying Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026.

How did Cencora (COR) shareholders vote on executive compensation for fiscal 2025?

Shareholders approved the advisory resolution on executive compensation, with 156,852,214 votes for, 11,422,390 against, and 427,407 abstentions. This advisory vote covers compensation for named executive officers for the fiscal year ended September 30, 2025, as described in the company’s proxy statement.

Which auditor did Cencora (COR) shareholders ratify for fiscal 2026?

Shareholders ratified the appointment of Ernst & Young LLP as Cencora’s independent registered public accounting firm for the fiscal year ending September 30, 2026, with 165,700,999 votes for, 12,622,687 against, and 116,893 abstentions recorded in the vote tally.

Were all director nominees elected at Cencora’s 2026 annual meeting?

Yes. All eleven nominees, including Werner Baumann, Frank K. Clyburn, Ellen G. Cooper, and others, were elected as directors. Each nominee received strong shareholder support, with for votes ranging from 163,320,934 to 168,512,239, plus relatively limited against votes and abstentions.

Did Cencora (COR) shareholders consider any other proposals beyond the three main items?

No. The company states that no item other than the three described—director elections, the advisory vote on named executive officer compensation, and auditor ratification—was submitted at the 2026 Annual Meeting for shareholder action, consistent with the previously distributed proxy statement.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.3 KB