Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
OnAugust 13, 2020 , the Board of Directors ofAmerisourceBergen Corporation (the "Company") amended and restated the Company's bylaws (as amended and restated, the "Amended and Restated Bylaws"), effective immediately, to, among other things, revise (i) Sections 2.01 and 2.02 to specifically permit the Company to hold virtual or hybrid meetings of its stockholders, (ii) Sections 2.03, 2.08 and 8.05 to update the stockholder notice procedures, including for purposes of providing notice by electronic mail, consistent with Section 232 of the General Corporation Law of theState of Delaware , (iii) Sections 2.04 and 2.06 to permit the chairman of a meeting of stockholders to adjourn such meeting, whether or not a quorum is present and to specify who shall serve as chairman of a meeting of stockholders if the Chairman of the Board is unavailable, (iv) Sections 3.07, 3.09, 4.03, and 8.05 to update the Board notice provisions, including to clarify the procedures to provide notice to directors using electronic mail, (v) Section 4.10 to clarify the events that may result in the formation of the Emergency Management Committee (as provided in the Amended and Restated Bylaws), including, but not limited to, epidemics or pandemics, and (vi) Section 8.06 to provide that the federal district courts ofthe United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum. The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 3.1 Amended and Restated Bylaws of
restated as ofAugust 13, 2020 ). 104 Cover Page Interactive Data File (formatted as inline XBRL)
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