MCKESSON CORP false 0000927653 0000927653 2019-07-31 2019-07-31

 

 

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 31, 2019

 

McKesson Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

1-13252

 

94-3207296

(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 class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock, $0.01 par value

 

MCK

 

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 31, 2019, the following items were voted on at the 2019 Annual Meeting of Stockholders (“Annual Meeting”) of McKesson Corporation (“Company”). The stockholder votes on each item, as certified by the Inspector of Election, are shown below.

Item  1 . The Board of Directors’ nominees for directors, as listed in Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 21, 2019 (“Proxy Statement”), were all elected to serve as directors. The votes were as follows: 1

Director Nominee

 

Votes For

   

Votes Against

   

Abstentions

   

Broker  Non-Votes

 

Dominic J. Caruso

   

150,328,181

     

664,725

     

453,829

     

15,317,200

 

N. Anthony Coles, M.D.

   

128,160,810

     

22,835,254

     

450,672

     

15,317,199

 

M. Christine Jacobs

   

141,274,161

     

9,736,587

     

435,986

     

15,317,201

 

Donald R. Knauss

   

149,994,925

     

995,857

     

455,949

     

15,317,204

 

Marie L. Knowles

   

140,784,484

     

10,238,484

     

423,769

     

15,317,198

 

Bradley E. Lerman

   

133,735,983

     

17,250,081

     

460,670

     

15,317,201

 

Edward A. Mueller

   

131,196,367

     

19,803,011

     

447,355

     

15,317,202

 

Susan R. Salka

   

133,430,340

     

17,579,622

     

436,772

     

15,317,201

 

Brian S. Tyler

   

150,162,153

     

847,588

     

436,996

     

15,317,198

 

Kenneth E. Washington

   

150,390,774

     

593,109

     

462,853

     

15,317,199

 

Item  2 . The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020 was ratified, having received the following votes: 2

Votes For

 

Votes Against

 

Abstentions

 

Broker  Non-Votes

157,959,216

 

8,255,084

 

549,635

 

—  

Item 3 . The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was not approved, having received the following votes: 2

Votes For

 

Votes Against

 

Abstentions

 

Broker  Non-Votes

61,120,284

 

89,828,106

 

498,322

 

15,317,223

Item 4 . The stockholder-submitted proposal on disclosure of lobbying activities and expenditures was not approved, having received the following votes: 2

Votes For

 

Votes Against

 

Abstentions

 

Broker  Non-Votes

68,799,661

 

81,404,262

 

1,242,785

 

15,317,227

Item 5 . The stockholder-submitted proposal on 10% ownership threshold for calling special meeting of stockholders was not approved, having received the following votes: 2

Votes For

 

Votes Against

 

Abstentions

 

Broker  Non-Votes

62,120,524

 

88,874,669

 

451,064

 

15,317,678

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: August 2, 2019

McKesson Corporation

     

By:

 

/s/ Lori A. Schechter

 

Lori A. Schechter

 

Executive Vice President, Chief Legal Officer

and General Counsel

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