8-KShareholder MattersCorporate ChangesOther Events+1

MCKESSON CORP 8-K Report, Bylaw Amendment (Aug 2, 2011)

Filed August 2, 2011For Securities:MCK

Summary

McKesson Corporation filed an 8-K report on August 2, 2011, detailing the results of its annual stockholder meeting held on July 26, 2011. The report indicates overwhelming approval for the re-election of all director nominees, demonstrating continued confidence in the board's leadership. Investors should note the strong support for the appointment of Deloitte & Touche LLP as the independent auditor for the upcoming fiscal year, which is crucial for financial transparency and integrity. The filing also highlights significant corporate governance changes approved by shareholders. These include amendments to the Certificate of Incorporation to streamline the voting requirements for amending corporate documents and to eliminate certain supermajority voting provisions. These changes generally make it easier for the company to operate and adapt its governing documents, which could be viewed positively by investors seeking efficient corporate management.

Key Highlights

  • 1All incumbent director nominees were overwhelmingly re-elected, indicating strong shareholder support for the current board.
  • 2Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2012, with substantial approval.
  • 3Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
  • 4The annual advisory vote on executive compensation was overwhelmingly favored (1 Year) as the preferred frequency.
  • 5Several amendments to the Certificate of Incorporation were approved, including reducing vote requirements for charter amendments and By-Law changes.
  • 6Supermajority voting requirements and associated 'fair price' provisions for certain business combinations were eliminated.
  • 7A proposal for significant executive stock retention for two years beyond retirement was not approved by stockholders.

Frequently Asked Questions

The key outcomes include the re-election of all director nominees, ratification of Deloitte & Touche LLP as the independent auditor, advisory approval of executive compensation, and significant amendments to the Certificate of Incorporation to streamline governance and voting requirements. A proposal for executive stock retention beyond retirement was not approved.

The company's Certificate of Incorporation was amended to reduce the voting threshold required to amend it, to simplify the process for adopting or altering By-Laws, and to eliminate supermajority voting requirements for certain business combinations. These changes aim to modernize and streamline corporate governance.

Stockholders overwhelmingly voted for an annual advisory vote on executive compensation ('1 Year'), indicating a preference for frequent shareholder input on executive pay matters.

The proposal requiring named executive officers to retain significant stock for two years beyond retirement was not approved by stockholders, receiving a majority of votes against it.