AmerisourceBergen announces chairman succession plans
VALLEY FORGE, Pa. — AmerisourceBergen on Wednesday announced that Steven Collis, president and CEO, will also assume the title of chairman following the retirement of chairman Richard Gozon at the annual meeting of stockholders in March 2016. Jane Henney will become the board’s lead independent director.
Collis has served as president and CEO of AmerisourceBergen since July 2011 and a director since May 2011. Henney has served as a director since January 2002 and chair of the governance and nominating committee since June 2009.
According to AmerisourceBergen’s corporate governance principles, the lead independent director will have a dynamic leadership role in the governance of the board, which includes authority to approve board agendas and materials, call meetings of independent directors and preside over regularly scheduled executive sessions of independent directors held without the chairman present.
“With his unparalleled knowledge of the company and industry, Steve is uniquely positioned to lead AmerisourceBergen as it moves forward and to fulfill the company’s long-term strategic objectives and expansion into new markets," Gozon said. "His strategy has built, and will continue to build, value for shareholders.”
“Jane’s integrity, experience as a director of public companies, including at Cigna Corporation, AstraZeneca and Cubist Pharmaceuticals, commitment to governance best practices and leadership of the governance and nominating committee made her a clear choice to take on the role of lead independent director,” Gozon added.
“I want to thank Dick for his extraordinary dedication to AmerisourceBergen and the outstanding leadership and guidance that he has provided as chairman," Collis said. "While we will miss him greatly, Dick’s legacy will be lasting," he said. “I am grateful that Jane has agreed to assume the position of lead independent director following Dick’s retirement. She brings tremendous commitment to her responsibilities on the board, vital healthcare, health policy and regulatory expertise, and substantial management experience.”
Henney also serves on the advisory committee on governance for the National Association of Corporate Directors, and has been recognized as a top 100 director by the NACD.
The election of Collis and Henney is contingent on their re-election as directors at the annual meeting.
In addition, the board of directors amended and restated AmerisourceBergen’s bylaws to allow eligible stockholders to include their director nominees in the company’s proxy materials along with the director nominees selected by the board. Under the proxy access bylaw provisions, a stockholder or a group of up to 20 stockholders who have continuously owned at least 3% of AmerisourceBergen’s outstanding common stock for three years or more may nominate director nominees to fill up to the greater of 2 or 20% of the available board seats. The nominating stockholder or group of stockholders, as well as the nominees, must satisfy procedural and disclosure requirements set out in the amended bylaws.
“The adoption of proxy access for director nominations,” Gozon noted, “demonstrates the board’s continuing efforts to implement leading practices in corporate governance and its commitment to meaningful engagement with, and responsiveness to, our stockholders.”