Cencora, Inc. (COR) Earnings Call Transcript & Summary

Good day, and welcome to the AmerisourceBergen Corporation 2021 Annual Meeting of Stockholders. I would now like to turn the conference over to Steven Collis. Please go ahead, sir.

Good afternoon, ladies and gentlemen. I'm Steve Collis, Chairman and CEO of AmerisourceBergen. And on behalf of the company's Board of Directors and management, I am pleased to welcome all of you to the Annual Meeting of Stockholders. We hope that everyone is staying safe and well as we continue to navigate through the COVID-19 pandemic. As provided in the company's bylaws, I will act as Chairman of the meeting and Mr. Korey Pirouz, who is the secretary of the corporation, will act as secretary of the meeting. At this time, I call the meeting to order. I now request that the secretary of the meeting review the rules of conduct and the agenda for today's meeting.

Thank you, Mr. Chairman. We are excited to be hosting our first virtual meeting, which allows us to be more inclusive and reach a greater number of stockholders. The agenda and rules of conduct for this annual meeting are posted in the virtual shareholder meeting website. As is our custom, we will conduct the business portion of the meeting first and answer appropriate questions at the end of the meeting. [Operator Instructions] Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. The Chairman has asked me to be responsible for enforcing compliance with the agenda and rules of conduct during the course of this meeting. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any recording device. As mentioned in the company's proxy statement, in attendance today are representatives of Ernst & Young, the company's independent registered public accounting firm. If questions arise during the discussion period that should be addressed by these representatives, they will be glad to respond. Also in attendance today are the company's Board of Directors. In addition, we are being assisted today by [ Tony Carideo ] of Broadridge. He will tabulate proxies and ballots and will act as inspector of election for this meeting. Our agenda for today's meeting will be as follows: we will begin with my secretary's report on the mailing of the notice of this meeting and the presence of a quorum. We will then proceed with the following: a vote for the election of 10 directors, a vote for the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for fiscal 2021, an advisory vote to approve the compensation of the company's named executive officers and a stockholder proposal to adopt a policy that the chair of the Board be an independent director. No other business was specified in the Notice of the Meeting or brought by a stockholder in accordance with the company's bylaws. The Board of Directors has determined not to bring any other matters before the meeting. After the voting on the reference matters, we will then hear a presentation by management regarding the company's performance and the outlook for our businesses going forward. After the management presentation, we will answer stockholders' questions. I will now report on the mailing of the Notice of this Meeting and the presence of a quorum. This meeting is held pursuant to a printed notice mailed on January 28, 2021, to stockholders of record as of the close of business on January 11, 2021. All documents concerning the call and Notice of the Meeting will be filed with the records of the corporation. A list of stockholders entitled to vote at this meeting has been available at the company's headquarters for the past 10 days and is available for examination by any stockholder wishing to do so. As of the close of business on January 11, 2021, which is the record date for this meeting, there were 204,615,240 shares of outstanding voting stock of the company. A majority of the outstanding shares of common stock are represented at this meeting either via the web portal or by proxy. Because a majority of the outstanding shares of the company's common stock are represented at this meeting, a quorum exists. Therefore, this meeting is duly organized and sufficiently constituted to transact business. As indicated, Mr. [ Carideo ] has been appointed as inspector of election. He has been sworn into office, and the proxies have been delivered to us. The polls for voting on all matters are hereby opened at this time. The first order of business involves the election of 10 directors to serve for a 1-year term. The nominees are Steve Collis, Ornella Barra, Mark Durcan, Dick Gochnauer, Lon Greenberg, Dr. Jane Henney, Kathi Hyle, Mike Long, Henry McGee and Dennis Nally. Our proxy statement sets forth a brief biography of each of the nominees for election as a director. The second order of business involves ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for fiscal 2021. The third order of business involves an advisory vote to approve the compensation of this company's named executive officers. The fourth order of business involves a stockholder proposal that is properly presented to adopt a policy that the chair of the Board be an independent director. We will now ask John Chevedden as the proxy for the proponent, Kenneth Steiner, to read the proposal and make the supporting statement. Operator, please take Mr. John Chevedden off mute.

Hello. This is John Chevedden. Can you hear me okay?

Yes. We can, Mr. Chevedden.

Proposal 4, Independent Board Chairman, sponsored by Kenneth Steiner. Shareholders request that our Board of Directors amend our governing documents to require that the Chairman of the Board to be an independent director whenever possible. Under the current system, Mr. Steven Collis is his own boss, and this system is broken. While Amerisource prepares to pay a whopping $6 billion legal settlement to compensate communities ravaged by prescription drug abuse, Mr. Collis is set to receive a financial windfall. Mr. Collis led our company, one of the nation's largest drug distributors, to the deadliest years of the opioid epidemic when pain pills poured through Amerisource's warehouses and into the hands of drug addicts. Mr. Collis got a $14 million pay package in 2020, up 24%. This bonanza was possible only because Amerisource relied on a controversial accounting method, overlooking blockbuster legal settlements from its performance evaluation of Mr. Collis. By removing the blockbuster settlement, Amerisource was able to turn its $3 billion loss in 2020, the biggest annual loss in the company's history, into a $1.6 billion adjusted profit. While parents lost their children to drug overdoses and entire communities were howled by drug addition, drug industry titans expanded their wealth. In August, a few weeks before Amerisource reached its $6 billion blockbuster settlement, Mr. Collis bought a $6 million beach house. Mr. Collis has earned more than $100 million in his decade as CEO during the opioid pandemic. Mr. Collis became CEO in 2011 as the opioid epidemic was mounting. From 2012 to 2014, the number of opioid pills shipped annually by our company nearly doubled to 2.7 billion. Meanwhile, the number of deaths involving opioids more than doubled in 9 years, according to data from the Centers for Disease Control and Prevention. In dozens of lawsuits during Mr. Collis' tenure, states, tribes and local government said Amerisource is to blame for its role in plying the market with pills. Based on depositions of executives and subpoenas of internal company e-mails, victims said Amerisource executives were aware that their products were being diverted to illegal users and did little to stop it. Under the current system, Mr. Collis is his own boss, and this system is broken. And the stock price is lower than it was in 2015. Please vote yes for an independent Board Chairman. And Mr. Michael Long, the Chair of the Executive Pay Committee, deserves a resounding no vote.

Thank you, Mr. Chevedden. Operator, please place Mr. Chevedden on mute. The Board of Directors recommends a vote in favor of each of the first, second and third orders of business and a vote against the fourth order of business. If you desire to vote at this meeting, you can do so via the web portal. If you have previously voted by proxy, you do not need to vote today unless you wish to change your vote. If you do vote via the web portal, it will operate to revoke any previously granted proxy. The polls for voting on the matters before this meeting are hereby closed. I've been informed that the inspector of election has examined all proxies and ballots, and I now ask Mr. [ Carideo ] to report the results of the voting. Operator, please take Mr. [ Carideo ] off mute.

Mr. Chairman, based on the preliminary voting results, each of the nominees for director received the affirmative votes of a majority of the votes cast. Proposal to ratify the appointment of Ernst & Young as the company's independent registered public accounting firm for fiscal 2021 received the affirmative votes of a majority of the shares present via the web portal or by proxy and entitled to vote. The proposal to approve on an advisory basis the compensation of the named executive officers as described in the proxy statement has received the affirmative votes of a majority of the shares present via the web portal or by proxy and entitled to vote. The proposal to adopt a policy that the Chair of the Board be an independent director has not received the affirmative votes of a majority of the shares present via the web portal or by proxy and entitled to vote.

Thank you, Mr. [ Carideo ], for that report. Congratulations to Ornella, Mark, Dick, Lon, Jane, Kathi, Mike, Henry and Dennis on being reelected as directors of AmerisourceBergen. We will now move on to the management presentation. So good afternoon, everyone, and thank you for taking the time to join us today. I will be providing a quick overview of our company, discussing our key differentiators and growth strategies and highlighting some of our key growth drivers for our various business segments. I would like to begin today with a brief overview of AmerisourceBergen, and the way I'd start is to talk about our purpose of being united in our responsibility to create healthier futures. Our key strengths are we have, we believe, the best and most diverse customer base in the industry. We don't believe we're missing major representation in any segments. We have industry-leading specialty franchise both in distribution and commercialization services. We are developing even more of an innovation mindset and formalizing the process to be known as a key innovation company and to have our associates think of that. And we are more than ever focused on corporate stewardship and the right types of governance and ESG policies as well as D&I policies. I'm very proud of our COVID-19 response. During the COVID-19 pandemic, we believe we will emerge from this crisis stronger than when we went into it. We've worked very closely with the government and have been the distributor for many of the EUA products. We also have prioritized the safety of our associates, working very effectively for the majority of our associates in a remote environment and also prioritizing our frontline workers who are not only our distribution center workers, but also nurses and other people involved in adherence and educational roles. And we've been able to take care of our key customers. From a sourcing and a supply chain perspective, we've done a fantastic job of helping our customers cope with the crisis and the unexpected needs that they had for COVID and incubation therapies. Our Pharmaceutical Distribution is our largest segment, and we're benefiting there from many strong customer relationships, including our largest customer, Walgreens, with who we did an important deal to buy the European distribution business during this last year. I cannot talk enough about our leadership in specialty distribution, which has led us to be very well positioned for a biosimilar market opportunity. And we're also benefiting from organic market growth trends. Although prescriptions decreased in 2020, AmerisourceBergen had strong revenue and financial performance really in part because of the strong customer relationships and portfolio that we have as AmerisourceBergen. A key area of focus for us is our global commercialization services businesses, which comprise our logistics businesses, World Courier and ICS; our patient adherence business, Lash Group; and then international businesses, Innomar and Profarma; and Xcenda, which is our market-leading consulting and field reimbursement support. All of these businesses have performed well and have recovered from the pandemic. We're also the largest distributor of animal health products. Our MWI business is a very strong business for AmerisourceBergen. We are extremely proud of the role they're playing in supporting community veterinarians as well as production animal providers. They had a tough couple of months in the beginning of the pandemic but have recovered very well and will benefit from strong, long-term organic growth, including the pet-human bond, which is stronger than ever and has been very resilient during the pandemic. We are very focused on advancing environmental, social and governance initiatives to create healthier futures around the world. A key area of focus where we've devoted a lot more resources and attention is adopting to a changing climate. We've focused on reducing emissions and waste. We participate in a lot of disaster preparedness plans and climate risk assessments to make sure that our roles are understood and are committed to continuous improvement in this area. On the social side, we're investing in our people and communities. Extremely proud of the role that the AmerisourceBergen Foundation has played in social justice and COVID relief and supporting associates with our associate assistance plan through this pandemic. And we've developed our long-term diversity and inclusion strategy, including the hiring of our first Chief Diversity and Inclusion Officer, who we are very thrilled is bringing a lot of value just in his first few months with the company. From a governance perspective, we embrace a culture of transparency, ethics and integrity. We did our first ESG support, and we're aligned with many NGOs. And the Board is -- provides tremendous oversight of our ESG strategy and our overall strategy. In fact, we have just finished our March Board meeting where we reviewed our 5-year strategic plan with our esteemed Board members. By advancing environmental, social and governance initiatives, we aim to create healthier futures around the world. This is a direct reflection of our purpose, to be united in our responsibility to create healthier futures. Thank you for your attention this afternoon.

Thank you, Mr. Chairman. At this time, we will take questions that have been submitted by stockholders. To begin, we received a question regarding the level of executive compensation and the use of non-GAAP metrics, which in 2020 included an accrual in connection with opioid lawsuits. Because this question relates to compensation of our named executive officers, I will answer as the secretary of the corporation. First, I want to say that AmerisourceBergen understands and appreciates the enormity of the opioid challenge. We are a purpose-driven company, and our purpose is to be united in our responsibility to create healthier futures. AmerisourceBergen has a long-standing commitment to ensuring a safe and secure pharmaceutical supply chain. Our wholesale pharmaceutical distribution business plays an important but specific role of providing logistics for thousands of important medications to enable health care providers to serve their patients with a wide array of clinical needs across the health care spectrum. Opioid sales make up less than 2% of our revenue. We are a logistics company that is responsible for getting FDA-approved drugs from the pharmaceutical companies that manufacture them to DEA-registered pharmacies that dispense them based on prescriptions written by licensed health care providers. We do not have access to patient information, do not encourage prescribing or dispensing of pain medicines and are not qualified to interfere with clinical decisions between patients and physicians. We take substantial steps to help mitigate the diversion of controlled substances and are committed to collaborating with other health care stakeholders, government entities, civic organizations, law enforcement agencies and individuals to help address the opioid epidemic. With that in mind, we continue to litigate and prepare for trial in the pending cases related to opioids, and we intend to continue to vigorously defend ourselves in all such cases. However, as disclosed over the last year, the company and our industry partners have been engaged in ongoing discussions with numerous parties to seek a negotiated resolution. The company and our Board understands that agreeing to participate in an industry-wide settlement may ultimately be in stockholders' best interests. Consistent with our publicly disclosed criteria for making non-GAAP adjustments, the company's financials for fiscal year 2020 excluded the impact of the expense accrual related to opioid litigation. The Compensation Committee believes that our compensation program is stockholder aligned and that non-GAAP metrics are effective in motivating executives to deliver long-term stockholder value and are most reflective of actual operational results. Mr. Chairman, I'll now turn the next question to you. The next question is regarding whether AmerisourceBergen has had any layoffs over the last year.

Thank you for the question. We feel very fortunate that due to the resiliency of our business, we have not had to have any layoffs during the year that were related to our core business at all. We've been focused on investing in our associates and making sure that there's continuity of supply for our customers. We have offered associates additional resources and flexibility during this time by providing bonuses for frontline associates, additional PTO and resources for family care members. And I think we've really gone about this in an appropriate and supportive manner, which is very much a part of the AmerisourceBergen culture. Thank you.

Thank you, Mr. Chairman. And perhaps I'll address -- we have a request for some investor engagement. And maybe I'll just take a moment again to say that, as we alluded to earlier, we very much value engagement with all of our investors as well as various stakeholders. We've been conducting a lot of that recently, as we have over the last few years. And we would certainly be more than happy to reach out to key stakeholders regarding future engagement as well. 1 minute while we just see if there's any other questions that have come in. Mr. Chairman, there's a question about whether the employee count has increased in the last 12 months.

I believe the employee count has increased slightly, probably a few hundred associates. And I would be remiss if I didn't mention that we expect before the end of our fiscal year to close our landmark Alliance Health acquisition, which would effectively double the number of associates we have in the company. And we are very focused on welcoming the Alliance Health associates to the company, along with their terrific businesses and customer bases that come along with it. So that will be a big change for us next year.

Thank you, Mr. Chairman. There's a question regarding the pay to our auditors. Maybe I'll field this one. We don't have that number in front of us, but we're happy to provide it. And I would point people to our proxy statement, where it's publicly disclosed every year. One more minute. I think that may be all the questions that have come in. So...

Mr. Secretary, I can conclude the meeting with a wrap-up comment. I'd like to say that AmerisourceBergen fosters a positive impact on the health of people and communities around the world by advancing the development and delivery of pharmaceuticals and health care products. The important role AmerisourceBergen and our industry plays has been on full display during COVID. Through our purpose, scale and expertise, we have protected our associates while also ensuring that our partners have had the connectivity, capability and data they have needed to think, plan and act effectively. This concludes our 2020 meeting -- 2021 meeting. Thank you very much for your time and attention today. Have a good afternoon.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.