The Advisors' Blog

Approximately 35% of AmerisourceBergen shareholders recently voted in favor of a policy that would prohibit the exclusion of legal & compliance costs from financial performance metrics used to determine executive pay, according to the company’s Form 8-K. The policy was requested via a Teamsters shareholder proposal (pg. 87) – which took issue in particular with excluding $6.6 billion of opioid-related expenses. According to a CII write-up, the level of support surpassed a majority when looking only at shareholders not affiliated with the 20% stake in the company held by Walgreens.

While the magnitude of this adjustment is large, the proposal shows that shareholders haven’t lost track of the issue of non-GAAP adjustments that tend to ensure higher payouts. This topic is also reappearing in connection with the re-opened comment period for the SEC’s proposed pay-for-performance disclosure rule – as Emily recently noted.

AmerisourceBergen’s proxy filings are also worth checking out for how to handle revisions to proposal deadline disclosures and adjustments to an equity plan based on ISS feedback after the original proxy statement was filed & mailed.

– Liz Dunshee