McKesson Corporation
8-K on 07/31/2020   Download
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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 29, 2020
mck-20200729_g1.jpg
McKESSON CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware1-1325294-3207296
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
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 classTrading
Symbol(s)
Name of each exchange
on which registered
Common stock, $0.01 par valueMCKNew York Stock Exchange
0.625% Notes due 2021MCK21ANew York Stock Exchange
1.500% Notes due 2025MCK25New York Stock Exchange
1.625% Notes due 2026MCK26New York Stock Exchange
3.125% Notes due 2029MCK29New 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 29, 2020, the following items were voted on at the 2020 Annual Shareholders Meeting (“Annual Meeting”) of McKesson Corporation (“Company”). The shareholder votes on each item, as certified by the Inspector of Election, are shown below.
Item 1. The Board of Directors’ nominees for eleven directors, as listed in Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 18, 2020 (“Proxy Statement”), were all elected to serve as directors. The votes were as follows:1
Director Nominee
Votes For
Votes AgainstAbstentions
Broker Non-Votes
Dominic J. Caruso
128,807,180  1,130,034  343,226  13,855,319  
N. Anthony Coles, M.D.
127,959,881  1,980,750  339,809  13,855,319  
M. Christine Jacobs
123,855,393  6,144,391  280,656  13,855,319  
Donald R. Knauss
129,431,383  496,089  352,968  13,855,319  
Marie L. Knowles
125,204,532  4,869,679  206,229  13,855,319  
Bradley E. Lerman
127,821,304  2,098,886  360,250  13,855,319  
Maria Martinez129,654,626  409,607  216,207  13,855,319  
Edward A. Mueller
125,702,778  4,303,560  274,102  13,855,319  
Susan R. Salka
113,881,608  16,194,507  204,325  13,855,319  
Brian S. Tyler
128,945,466  1,048,129  286,845  13,855,319  
Kenneth E. Washington
129,498,057  449,163  333,220  13,855,319  
Item 2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021 was ratified, having received the following votes:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
136,706,3617,110,634318,764
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
115,955,33113,856,784468,32513,855,319
Item 4. The shareholder-submitted proposal on action by written consent of shareholders was not approved, having received the following votes:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
52,521,98476,687,0051,071,45113,855,319
Item 5. The shareholder-submitted proposal on disclosure of lobbying activities and expenditures was approved, having received the following votes:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
67,365,59662,039,707875,13713,855,319
Item 6. The shareholder-submitted proposal on a report on the Business Roundtable Statement of the Purpose of a Corporation was not approved, having received the following votes:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
10,541,729118,167,1871,571,52413,855,319
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.



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.

Item 9.01  Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit No.  Description
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: July 31, 2020
 
McKesson Corporation
By:/s/ Lori A. Schechter
 Lori A. Schechter
 Executive Vice President, Chief Legal Officer
 and General Counsel