Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Stockholders held on February 19, 2009, the stockholders approved amendments to the 2002 AmerisourceBergen Corporation Management Stock Incentive Plan (the "Plan") to, among other things, (i) extend the expiration date of the Plan to February 18, 2019; (ii) change the name of the Plan to the AmerisourceBergen Corporation Management Incentive Plan;
(iii) increase the number of shares available under the Plan by an additional 8,500,000 shares (for an aggregate total of 43,300,000 shares of Common Stock subject to the Plan); (iv) change the treatment at retirement of certain awards made under the Plan; and (v) make other design- and administration-based changes to the Plan. The stockholders also approved the Plan, as amended and restated, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01. Other Events.

In the news release issued on February 19, 2009, the Registrant affirmed its previous guidance for fiscal year 2009 diluted earnings per share in the range of $3.08 to $3.25. The Registrant also announced that it has not changed the key assumptions supporting the fiscal year 2009 diluted earnings per share range. A copy of the news release is furnished as Exhibit 99.2 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 AmerisourceBergen Corporation Management Incentive Plan, effective as of February 19, 2009.

99.2 News Release, dated February 19, 2009, regarding Registrant's Annual Meeting of Stockholders and fiscal year 2009 expectations.

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