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): September 2, 2021

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

On September 2, 2021, the Board of Directors (“Board”) of McKesson Corporation (“Company”) elected Dr. Richard H. Carmona as a director of the Corporation effective on September 6, 2021.

Dr. Carmona has served as chief of health innovations of Canyon Ranch Inc. since 2017. Prior to joining Canyon Ranch Inc. in 2006, he also served as vice chairman, chief executive officer of the Canyon Ranch health division and president of the nonprofit Canyon Ranch Institute. From 2002 through 2006, Dr. Carmona served as the 17th surgeon general of the United States, achieving the rank of vice admiral. Prior to serving as the surgeon general, he was chairman of the state of Arizona Southern Regional Emergency Medical System, a professor of surgery, public health, and family and community medicine at the University of Arizona, and surgeon and deputy sheriff of the Pima County, Arizona Sheriff’s Department. He also served in the United States Army and the Army’s Special Forces and is a combat-decorated veteran. Dr. Carmona currently serves on the board of directors of Axon Enterprise, Inc., The Clorox Company and Herbalife Nutrition Ltd.

The Board determined that Dr. Carmona is an independent director under standards established by the New York Stock Exchange and the Board. The Board appointed him as a member of the Compensation Committee and the Compliance Committee. The Board size increased from nine to ten members upon his election.

Dr. Carmona will receive compensation in accordance with the Company’s standard compensatory arrangement for non-employee directors. He will receive an annual cash retainer of $80,000, which will be prorated based on his election date. He also will receive restricted stock units (“RSUs”) under the Company’s 2013 Stock Plan in an amount that represents the annual equity award value granted to non-management directors after the Company's 2020 annual meeting of shareholders prorated to September 6, 2021. The number of RSUs granted to Dr. Carmona will be determined by dividing $155,835.62 by the closing price of the Company’s common stock on the grant date of September 9, 2021.

Dr. Carmona will, effective as of September 6, 2021, enter into the Company’s standard Indemnification Agreement for directors, which provides for indemnification to the fullest extent permitted by Delaware law.

Item 7.01	Regulation FD Disclosure.

On September 7, 2021, 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 Dr. Carmona 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 September7, 2021
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: September 7, 2021

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

Document

Press Release                                             Exhibit 99.1

McKesson’s Board of Directors Elects Dr. Richard H. Carmona as New Independent Director

IRVING, Texas, Sept. 7, 2021— McKesson Corporation (NYSE: MCK) announced today that the McKesson board of directors has elected Dr. Richard H. Carmona as an independent director and member of the board’s Compensation and Compliance Committees, effective Sept. 6, 2021.

“As an impact-driven organization that touches virtually every aspect of health, Dr. Carmona will be invaluable in furthering our mission to improve care in every setting,” said Edward Mueller, McKesson’s independent board chair. “We will truly benefit from his hands-on healthcare experience and look forward to welcoming him to our board of directors.”

“My passion for healthcare and more specifically – public health access – started as a young child. My family, emigrants who settled in New York City, faced many challenges including homelessness, hunger and health disparities,” shared Dr. Carmona. “I knew then that I was going to dedicate my career to improving healthcare and am deeply honored to join McKesson’s board of directors and support the Company’s purpose to advance health outcomes for all.”

Dr. Carmona’s focus on improving public healthcare and his extensive experience in clinical sciences, healthcare management, emergency preparedness and his commitment to preventative healthcare led to Dr. Carmona’s nomination and unanimous Senate confirmation as the 17th Surgeon General of the United States, from 2002-2006. Currently, Dr. Carmona is chief of health innovations at Canyon Ranch and the first distinguished professor of public health at the University of Arizona’s Mel and Enid Zuckerman College of Public Health, where he has also been leading the university’s COVID-19 response plan.

Prior to his current role as professor, Dr. Carmona served in multiple leadership roles including chief medical officer, public health officer and chief executive officer of the Pima County Health System. Dr. Carmona moved to the Tucson-area after being recruited to establish and lead the first trauma center in Southern Arizona. While successfully leading the trauma system as chairman, Dr. Carmona was named medical director for both the Tucson sheriff’s department and fire EMS agencies. Dr. Carmona also served in the U.S. Army Special Forces unit, becoming a combat-decorated Vietnam veteran.

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