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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 21, 2023
mckessonlogoa04.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
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 21, 2023, McKesson Corporation ("Company") held its Annual Shareholders Meeting (“Annual Meeting”). Shown below are the results of the shareholders' vote, as certified by the Inspector of Election, on each of the items of business described in Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 9, 2023 (“Proxy Statement”). 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 shareholder action.
Item 1. Each of the following individuals nominated by the Board of Directors ("Board") was elected to serve as a director, having received the following votes:1
Director Nominee
Votes For
Votes AgainstAbstentions
Broker Non-Votes
Richard H. Carmona, M.D.107,167,161 1,236,274 156,337 11,122,275 
Dominic J. Caruso106,690,271 1,705,722 163,779 11,122,275 
W. Roy Dunbar105,601,748 2,760,524 197,500 11,122,275 
James H. Hinton107,511,295 866,074 182,403 11,122,275 
Donald R. Knauss105,274,813 3,105,150 179,809 11,122,275 
Bradley E. Lerman107,079,590 1,288,665 191,517 11,122,275 
Linda P. Mantia104,622,278 3,775,947 161,547 11,122,275 
Maria Martinez104,594,852 3,803,761 161,159 11,122,275 
Susan R. Salka106,913,966 1,492,566 153,240 11,122,275 
Brian S. Tyler107,572,534 865,990 121,248 11,122,275 
Kathleen Wilson-Thompson103,442,333 4,951,881 165,558 11,122,275 
Item 2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024 was ratified, having received the following votes:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
112,107,5917,338,010186,446
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
96,483,47311,840,048236,25111,122,275
Item 4. The proposal for shareholders 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
106,826,660112,9671,360,791259,35411,122,275
Item 5. The shareholder-submitted proposal on ratification of termination pay was not approved, having received the following votes:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
11,753,92596,484,943320,90411,122,275



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 voting power 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.
3The frequency that received the affirmative vote of a majority of the voting power of the shares present, in person or by proxy, and entitled to vote on the proposal constitutes the advisory recommendation of the shareholders. 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. If no frequency option received majority support, then the option that received the highest number of votes would be considered the frequency preferred by shareholders for holding future advisory votes on executive compensation.
Disclosure Regarding Frequency of Shareholder Advisory Vote on Executive Compensation

Based on the results of the shareholder votes on proxy Item 4 above, and as recommended by the Company’s Board, the Company has determined that an advisory vote on executive compensation will be submitted to shareholders on an annual basis until the next required advisory vote on the frequency of shareholder 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 25, 2023
 
McKesson Corporation
By:/s/ Lori A. Schechter
 Lori A. Schechter
 Executive Vice President, Chief Legal Officer
 and General Counsel