Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 26, 2017

 

 

McKesson Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-13252   94-3207296

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

One Post Street, San Francisco, California   94104
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 983-8300

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:

 

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 26, 2017, the following six items were voted on at the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) of McKesson Corporation (the “Company”), and the stockholder votes on each such matter, as certified by the Inspector of Election, are set forth 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 16, 2017 (the “Definitive Proxy Statement”), were each elected to serve a one-year term. The votes were as follows:1

 

Director Nominee

   Votes For      Votes Against      Abstentions      Broker Non-Votes  

Andy D. Bryant

     148,758,591        17,752,939        412,954        18,725,174  

N. Anthony Coles, M.D.

     162,569,309        3,757,936        597,239        18,725,174  

John H. Hammergren

     160,226,692        5,650,092        1,047,700        18,725,174  

M. Christine Jacobs

     157,358,836        8,934,869        630,779        18,725,174  

Donald R. Knauss

     165,340,124        921,752        662,608        18,725,174  

Marie L. Knowles

     158,608,350        7,720,198        595,936        18,725,174  

Edward A. Mueller

     157,718,442        8,572,220        633,822        18,725,174  

Susan R. Salka

     165,466,999        881,909        575,576        18,725,174  

Item 2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018 was ratified, having received the following votes:2

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

182,413,817

  2,721,585   514,256   —  

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

44,123,940

  121,873,976   926,568   18,725,174

Item 4. The proposal for stockholders to vote, on an advisory basis, on the frequency of the advisory vote on executive compensation received the following votes:3

 

1 Year

  

2 Years

  

3 Years

  

Abstentions

  

Broker Non-Votes

163,638,417

   346,729    2,412,580    526,758    18,725,174


Item 5. The stockholder-submitted proposal on an independent board chairman was not approved, having received the following votes:2

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

66,949,505

  99,196,732   778,247   18,725,174

Item 6. The stockholder-submitted proposal on action by written consent of stockholders was not approved, having received the following votes:2

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

77,067,237

  87,960,073   1,897,174   18,725,174

Each of the items considered at the 2017 Annual Meeting is described in further detail in the Definitive Proxy Statement. No item other than the six items addressed above and described in the Definitive Proxy Statement was submitted at the 2017 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 2017 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.
3  The frequency that received the highest number of votes cast constitutes the advisory recommendation of the stockholders. Abstentions and broker non-votes were required to be disregarded and had no effect on the vote results.

Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation

Based on the results of the stockholder votes on proxy Item 4 above, and as recommended by the Company’s Board of Directors, the Company has determined that an advisory vote on executive compensation will be submitted to stockholders on an annual basis until the next required advisory vote on the frequency of stockholder votes on executive compensation.


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 28, 2017

 

McKesson Corporation

By:  

/s/ Lori A. Schechter

  Lori A. Schechter
 

Executive Vice President, General Counsel and

Chief Compliance Officer