Cencora 8-K 2026-03-05

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

(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:

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:

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:

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:

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.