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): January 13, 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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 13, 2022, the Board of Directors (“Board”) of McKesson Corporation (“Company”) elected James H. Hinton and Kathleen Wilson-Thompson as directors of the Corporation effective on January 13, 2022.

Mr. Hinton serves as an operating partner for the private equity firm Welsh, Carson, Anderson & Stone. Prior to that, he held the role of chief executive officer at Baylor Scott & White Health, the largest not-for-profit health system in Texas, and held a variety of roles with Presbyterian Healthcare Services, New Mexico’s largest non-profit healthcare provider, including president and chief executive officer.

Ms. Wilson-Thompson most-recently held the role of executive vice president and global chief human resources officer at Walgreens Boots Alliance. Prior to that, she held the role of senior vice president of global human resource at Kellogg Company. She serves on the boards of directors of Tesla, Inc. and Wolverine Worldwide.

The Company expects that the Board will appoint Mr. Hinton to the Compliance Committee and Governance Committee and Ms. Wilson-Thompson to the Compensation Committee and Governance Committee.

Mr. Hinton and Ms. Wilson-Thompson each will receive compensation in accordance with the Company’s standard compensatory arrangement for non-employee directors. Each will receive an annual cash retainer of $80,000, which will be prorated based on their election date. Each also will receive, effective February 7, 2022, 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 2021 annual meeting of shareholders, prorated to January 13, 2022. The number of RSUs to be granted to each will be determined by dividing $94,191.78 by the closing price of the Company's common stock on February 7, 2022.

In addition, effective January 13, 2022, Mr. Hinton and Ms. Wilson-Thompson each will 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 January 18, 2022, 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 news release announcing the elections of Mr. Hinton and Ms. Wilson-Thompson to the Board. A copy of that news 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	News release issued by McKesson Corporation onJanuary18, 2022
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: January 18, 2022

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 James H. Hinton and Kathleen Wilson-Thompson as New Directors

IRVING, Texas, Jan. 18, 2022 – McKesson Corporation (NYSE: MCK) announced today that the McKesson board of directors elected James H. Hinton and Kathleen Wilson-Thompson as directors on Jan. 13, 2022. McKesson expects that the board will appoint Hinton to the Compliance Committee and Governance Committee and Wilson-Thompson to the Compensation Committee and Governance Committee. With the election of Hinton and Wilson-Thompson, McKesson’s board of directors increases from 9 to 11 members.

“We’re pleased to welcome Jim and Kathleen to the McKesson board of directors at an exciting time as the company builds on its commitment to positively impact healthcare for all as a diversified healthcare services company,” said Edward Mueller, McKesson’s independent board chair. “Their decades of executive leadership experience will be instrumental as we continue to strengthen our diverse board of directors.”

Both Hinton and Wilson-Thompson have served in multiple senior leadership roles within the healthcare industry. Currently, Hinton serves as an operating partner for the private equity firm Welsh, Carson, Anderson & Stone. Prior to that, he held the role of chief executive officer at Baylor Scott & White Health, the largest not-for-profit health system in Texas, and held a variety of roles with Presbyterian Healthcare Services, New Mexico’s largest non-profit healthcare provider, including president and chief executive officer.

Most recently, Wilson-Thompson held the role of executive vice president and global chief human resources officer at Walgreens Boots Alliance where she led the human capital strategy including merger integration and HR transformation through digitization. After earning her J.D. and L.L.M. in corporate and finance law from Wayne State University, Wilson-Thompson joined the Kellogg Company in various legal and operation roles and later was named senior vice president of global human resources. Additionally, Wilson-Thompson serves on the boards of Tesla, Inc. and Wolverine Worldwide and is on the board of directors of the University of Michigan Alumni association and a member of the board of trustees of the NAACP Foundation.

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.

PR Contacts

Rachel Rodriguez

Investors

Rachel.Rodriguez@mckesson.com

Sunny Rodriguez

Media

Sunny.Rodriguez@mckesson.com