Feb. 12, 2013 (Shareholders Foundation) -- An investor in shares of AmerisourceBergen Corp. (ABC) filed a lawsuit against certain directors and officers of AmerisourceBergen Corp. over alleged breaches of fiduciary duties, waste of corporate assets and unjust enrichment that have caused AmerisourceBergen Corp to sustain damages.
The plaintiff alleges that in gross breach of their fiduciary duties as directors of AmerisourceBergen Corp, the members of the board of director’s compensation and succession planning committee allegedly knowingly granted an award of stock options, restricted stock units and performance share unites to AmerisourceBergen’s President and CEO in violation of the Company’s Management Incentive Plan.

The plaintiff says that while the Company’s Management Incentive Plan allows the compensation and succession planning committee to grant equity awards, including stock options, stock appreciation rights, stock awards, restricted stock unit awards and performance shares awards, to executive officers and other key employees of the company, such authority is not unlimited.

The plaintiff claims that the Company’s Management Incentive Plan specifically prohibits the compensation and succession planning committee from granting any one person more than 300,000 Awards, which includes stock options, restricted stock units and performance shares units, in any calendar year.

However, so the plaintiff, in blatant violation of the 300,000 award limit per calendar year, the compensation and succession planning committee on Feb. 29, 2012, granted the President and CEO of AmerisourceBergen Corp 283,467 stock options and 24,083 restricted stock units and 48,167 performance share units. Furthermore, so the lawsuit, on Nov. 14, 2012, the compensation and succession planning committee granted the President and CEO of AmerisourceBergen Corp 373,250 stock options and 29,843 restricted stock units.

Thus, in 2012 the compensation and succession planning committee granted the President and CEO of AmerisourceBergen Corp a total of 758,810 Awards under the Company’s Management Incentive Plan, more than double the 300,000 per year limit, so the plaintiff.

AmerisourceBergen Corp. (NYSE:ABC) reported that its Total Revenue declined from over $80 billion for the 12 months period that ended on Sept. 30, 2011 to over $79.48 billion for the 12 months period that ended on Sept. 30, 2012 and that its Net Income for the respective time periods increased from $706.62 million to $718.99 million.

Shares of AmerisourceBergen Corp. (NYSE:ABC) grew from as low as $27.73 per share in 2010 to as high as $46.18 per share on Jan. 23, 2013.

On Feb. 12, 2013, NYSE:ABC shares closed at $46.96 per share.