8-K
MCKESSON CORP (MCK)
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): July 22, 2022
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 |
| 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 5.07 Submission of Matters to a Vote of Security Holders
On July 22, 2022, McKesson Corporation ("Company") held its Annual Shareholders Meeting (“Annual Meeting”). Shown below are the results of the shareholders' vote, as certified by the Inspector of Election, on each of the items of business described in Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 9, 2022 (“Proxy Statement”). Each of the items considered at the Annual Meeting is described in further detail in the Proxy Statement. No additional item was submitted at the Annual Meeting for stockholder action.
Item 1. Each of the following individuals nominated by the Board of Directors ("Board") was elected to serve as a director, having received the following votes:1
| Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Richard H. Carmona, M.D. | 114,892,608 | 2,103,897 | 207,460 | 9,992,960 |
| Dominic J. Caruso | 115,127,495 | 1,745,525 | 330,945 | 9,992,960 |
| W. Roy Dunbar | 115,827,394 | 1,062,109 | 314,462 | 9,992,960 |
| James H. Hinton | 116,561,984 | 328,947 | 313,034 | 9,992,960 |
| Donald R. Knauss | 115,516,877 | 1,377,110 | 309,978 | 9,992,960 |
| Bradley E. Lerman | 115,509,502 | 1,385,133 | 309,330 | 9,992,960 |
| Linda P. Mantia | 113,980,758 | 2,925,114 | 298,093 | 9,992,960 |
| Maria Martinez | 112,643,519 | 4,254,062 | 306,384 | 9,992,960 |
| Susan R. Salka | 115,626,290 | 1,270,037 | 307,638 | 9,992,960 |
| Brian S. Tyler | 113,749,122 | 3,122,375 | 332,468 | 9,992,960 |
| Kathleen Wilson-Thompson | 116,630,758 | 262,557 | 310,650 | 9,992,960 |
Item 2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023 was ratified, having received the following votes:2
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 119,359,392 | 7,235,617 | 601,916 | — |
Item 3. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved, having received the following votes:2
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 104,716,045 | 11,952,227 | 535,693 | 9,992,960 |
Item 4. The Company's 2022 Stock Plan was approved, having received the following votes:2
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 110,473,315 | 6,263,325 | 467,325 | 9,992,960 |
Item 5. The amendment to the Company's 2000 Employee Stock Purchase Plan was approved, having received the following votes:2
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 115,885,195 | 935,277 | 383,493 | 9,992,960 |
Item 6. The shareholder-submitted proposal to reduce the ownership threshold required to call a special meeting of shareholders was not approved, having received the following votes:2
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 43,263,761 | 73,445,910 | 494,294 | 9,992,960 |
Item 7. The shareholder-submitted proposal recommending that the Board adopt a policy to require Form 8-K disclosure by the Company when its section 16 insiders adopt, modify or cancel a Rule 10b5-1 trading plan was not approved, having received the following votes:2
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 57,829,800 | 58,891,585 | 482,580 | 9,992,960 |
| 1 | Under the Company’s majority voting standard, the election of a nominee required that the nominee receive a majority of the votes cast (that is, the number of votes cast “for” each nominee had to exceed the number of votes cast “against” such nominee). Therefore, abstentions and broker non-votes were required to be disregarded and had no effect on the vote results. | ||
| --- | --- | ||
| 2 | Approval of each proposal with this footnote designation required the affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote on the proposal at the Annual Meeting. Therefore, abstentions, which represented shares present and entitled to vote, had the same effect as a vote against the proposal. Broker non-votes, if any, were required to be disregarded and had no effect on the vote results. | ||
| --- | --- |
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: July 25, 2022
| McKesson Corporation | ||
|---|---|---|
| By: | /s/ Lori A. Schechter | |
| Lori A. Schechter | ||
| Executive Vice President, Chief Legal Officer | ||
| and General Counsel |