8-K

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): October 19, 2020

McKESSON CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-13252	94-3207296
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)

6555 State Hwy 161

Irving, TX 75039

(Address of Principal Executive Offices, and Zip Code)

(972) 446-4800

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

☐	Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common stock, $0.01 par value	MCK	New York Stock Exchange
0.625% Notes due 2021	MCK21A	New York Stock Exchange
1.500% Notes due 2025	MCK25	New York Stock Exchange
1.625% Notes due 2026	MCK26	New York Stock Exchange
3.125% Notes due 2029	MCK29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐

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

On October 15, 2020, the Board of Directors (“Board”) of McKesson Corporation (“Company”) elected Linda P. Mantia as a director, effective on October 19, 2020.

Ms. Mantia served as Senior Executive Vice President, Chief Operating Officer of Manulife Financial Corporation, an international insurance and financial services company, from 2016 to 2019. Before her role at Manulife, Ms. Mantia served as Executive Vice President of Digital, Payments and Cards at Royal Bank of Canada (RBC), a multinational financial services company, from 2014 to 2016. During her tenure at RBC, she also served in other leadership roles from 2003 to 2014, including Executive Vice President of Global Cards and Payments. Earlier in her career, Ms. Mantia worked at McKinsey & Co., a global management consulting firm, and prior to that, she practiced law at Davies Ward Phillips & Vineberg LLC. She currently serves on the board of directors at Ceridian HCM Holding Inc. since June 2020 and on the advisory board of Alphabet Verily Sciences.

The Board determined that Ms. Mantia is an independent director under standards established by the New York Stock Exchange and the Board. The Board appointed her as a member of the Audit Committee and the Governance Committee. The Board size increased from eleven to twelve members upon her election.

Ms. Mantia will receive cash compensation in accordance with the Company’s standard compensatory arrangement for non-employee directors. She will receive an annual cash retainer of $80,000, which will be prorated for the third quarter of fiscal year 2021 based on her election date.

Ms. Mantia also will receive restricted stock units (“RSUs”) under the Company’s 2013 Stock Plan in respect of the commencement of her service on October 19, 2020. She will be granted RSUs in an amount that represents a prorated portion of the annual equity award that was granted automatically to then-serving non-employee directors at the 2020 Annual Meeting of Shareholders. The number of RSUs granted to Ms. Mantia will be determined by dividing $139, 562 by the closing price of the Company’s common stock on the grant date.

Ms. Mantia will, effective as of October 19, 2020, enter into the Company’s standard form Indemnification Agreement, which provides for indemnification to the fullest extent permitted by Delaware law.

Item 7.01	Regulation FD Disclosure.

On October 19, 2020, the Company issued and posted on its website (https://www.mckesson.com/About-McKesson/Newsroom/Press-Releases/ and https://investor.mckesson.com/news/default.aspx) a press release announcing the election of Ms. Mantia to the Board. A copy of that press release is attached hereto as Exhibit 99.1.

The information contained in this item, including Exhibit 99.1, is furnished to the Commission, but shall not be deemed “filed” with the Commission for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as expressly stated in any such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by McKesson Corporation on October 19, 2020
104	Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

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.

Date: October 19, 2020

McKesson Corporation
	By:	/s/ Lori A. Schechter
		Lori A. Schechter
		Executive Vice President, Chief Legal Officer
		and General Counsel

Document

Press Release

McKesson’s Board of Directors Appoints Linda Mantia as New Independent Director

IRVING, Texas — Oct. 19, 2020— McKesson Corporation (NYSE: MCK) today announced that the McKesson board of directors has elected Linda Mantia as an independent director and member of the board’s Audit and Governance Committees, effective Oct. 19, 2020. With the election of Mantia, McKesson’s board of directors increases from 11 to 12 members, 11 of whom are independent.

“Linda’s more than 25 years of experience in managing extensive financial services, operations and digital technology will be invaluable to the board as we continue to provide the leadership team with strategic guidance during such a critical time in healthcare,” said Edward Mueller, McKesson’s independent board chair. “We’re pleased to welcome Linda to the board and we know that her collaborative, innovative and transformative leadership will add to the board’s breadth of experience and diverse background.”

“It’s an honor to join McKesson’s board of directors. I have long-admired the company’s deep experience within the industry and its vision to improve healthcare in every setting,” said Mantia. “I look forward to joining my fellow board members and company leadership as we work collectively to enhance the patient experience.”

Mantia most recently served as senior executive vice president and chief operating officer of Manulife Financial Corporation, an international insurance and financial services company, where she played a critical role in defining Manulife’s corporate strategy and oversaw its innovation portfolio. Mantia has also served in a series of leadership roles at Royal Bank of Canada, a multinational financial services company, including executive vice president of Global Cards and Payments. Earlier in her career, Mantia worked at McKinsey & Co., and practiced law at Davies Ward Phillips & Vineberg LLP.

As an active community member in Ontario, Mantia has deep roots in Canada and will play an important role in supporting McKesson Canada's strategic growth initiatives. Mantia currently serves on the board of directors at Ceridian HCM Holding Inc. and on the advisory board of Verily Life Sciences. Additionally, Mantia serves as chair of the Digital and Data Task Force for the Ontario government and on the boards of Sunnybrook Health Sciences Centre and Canada’s Walk of Fame.

About McKesson Corporation

McKesson Corporation is a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care, and healthcare information solutions. McKesson partners with pharmaceutical manufacturers, providers, pharmacies, governments and other organizations in healthcare to help provide the right medicines, medical products and healthcare services to the right patients at the right time, safely and cost-effectively. United by our ICARE shared principles, our employees work every day to innovate and deliver opportunities to improve patient care in every setting — one product, one partner, one patient at a time. McKesson has been named a “Most Admired Company” in the healthcare wholesaler category by FORTUNE, a “Best Place to Work” by the Human Rights Campaign Foundation, and a top military-friendly company by Military Friendly. For more information, visit www.mckesson.com.

Contacts

Holly Weiss, 972-969-9174 (Investors)

Holly.Weiss@McKesson.com

David Matthews, 214-952-0833 (Media)

David.Matthews@McKesson.com