8-KLeadership ChangesShareholder Matters

MCKESSON CORP 8-K Report, Executive Changes (Aug 3, 2010)

Filed August 3, 2010For Securities:MCK

Summary

McKesson Corporation (MCK) filed an 8-K report on August 3, 2010, detailing outcomes from its July 27, 2010 Annual Meeting of Stockholders. The primary focus for investors is the approval of amendments to the Company's 2005 Stock Plan and 2005 Management Incentive Plan (MIP). These amendments add seven new performance measures, including average invested capital, credit rating, gross margin, workforce diversity improvement, operating expenses, operating expenses as a percentage of revenue, and succession plan development, aimed at enhancing long-term incentive alignment and preserving tax deductibility of awards. Furthermore, the report confirms the election of all Board of Directors' nominees for a one-year term. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2011. Two stockholder-submitted proposals, concerning executive stock retention and pay differential reports, did not receive majority approval.

Key Highlights

  • 1Stockholders approved amendments to the 2005 Stock Plan and 2005 Management Incentive Plan (MIP) to incorporate seven new performance measures.
  • 2The new performance measures include average invested capital, credit rating, gross margin, improvement in workforce diversity, operating expenses, operating expenses as a percentage of revenue, and succession plan development.
  • 3All Board of Directors' nominees were elected to serve a one-year term, with most receiving significant 'For' votes.
  • 4Stockholders reapproved performance measures for both the Stock Plan and MIP, critical for maintaining federal tax deductibility of performance-based awards.
  • 5Deloitte & Touche LLP was ratified as McKesson's independent registered public accounting firm for the fiscal year ending March 31, 2011.
  • 6A stockholder proposal for significant executive stock retention for two years beyond retirement was not approved.
  • 7A stockholder proposal for preparing a pay differential report was also not approved.

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