Cencora (COR) Proxy Filing summary

Executive summary

• Fiscal 2025 revenue reached $321.3 billion, up 9.3%, with a total shareholder return of 40%.

• Strategic acquisition of Retina Consultants of America and $1 billion investment plan in U.S. distribution network through 2030.

• CEO transition completed with Robert P. Mauch assuming the role; Board succession and refreshment continued.

• Nearly $900 million returned to shareholders via dividends and share repurchases in fiscal 2025.

Voting matters and shareholder proposals

• Shareholders will vote to elect 11 directors, approve 2025 executive compensation (say-on-pay), and ratify Ernst & Young LLP as auditor for fiscal 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for 2027 must comply with advance notice and proxy access provisions.

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; 8 joined in the past five years.

• Board diversity: 36% female, 27% racial/ethnic diversity, average tenure 3.6 years.

• Board succession planning and annual evaluations are emphasized; independent Chair appointed in October 2025.

• Five standing committees, all chaired by independent directors, oversee key areas including audit, compensation, risk, finance, and governance.

• Majority vote standard for director elections; proxy access and right to call special meetings for shareholders with 25% ownership.