8-KRegulation FDExhibits & Filings

MCKESSON CORP 8-K Report, Regulation FD Disclosure (Feb 6, 2013)

Filed February 6, 2013For Securities:MCK

Summary

McKesson Corporation (MCK) filed an 8-K on February 6, 2013, to disclose significant changes to its corporate governance structure, primarily focused on enhancing stockholder rights and board oversight. The key changes involve amendments to the company's By-Laws, which, if approved by stockholders, will allow significant long-term shareholders to call special meetings. This aims to provide a mechanism for shareholders to address critical issues outside of the annual meeting cycle, thereby increasing shareholder engagement and responsiveness. Additionally, the company amended its Corporate Governance Guidelines to introduce the role of a Lead Independent Director, replacing the Presiding Director. This new role is designed to strengthen independent oversight of the board, particularly when the Chairman of the Board is not an independent director. The Lead Independent Director will preside over executive sessions of independent directors, act as a liaison, and be available to communicate with major stockholders, further bolstering governance practices.

Key Highlights

  • 1McKesson's Board adopted amendments to By-Laws, subject to stockholder approval, allowing holders of at least 25% of common stock for at least one year to call a special meeting.
  • 2The By-Law Amendments include provisions to prevent abuse and manage the costs/distractions of multiple special meetings.
  • 3Corporate Governance Guidelines were amended to establish a Lead Independent Director role, replacing the Presiding Director.
  • 4The Lead Independent Director will be elected by independent directors if the Chairman is not independent.
  • 5Key responsibilities of the Lead Independent Director include presiding over board and independent director executive sessions, approving agendas and materials, and serving as a liaison between the Chairman and independent directors.
  • 6The Lead Independent Director will also be available for consultation and direct communication with major stockholders upon request.
  • 7The amendments are effective immediately for the Corporate Governance Guidelines, while By-Law changes require stockholder approval at the July 31, 2013 Annual Meeting.

Frequently Asked Questions

McKesson announced two main changes: amendments to its By-Laws that would allow significant shareholders to call a special meeting, and amendments to its Corporate Governance Guidelines that introduce a Lead Independent Director role.

Record holders who have held at least a 25% net long position in the company's outstanding common stock for at least one year would be able to call a special meeting, provided these amendments are approved by stockholders.

The Lead Independent Director role is established to enhance independent oversight of the Board, especially when the Chairman is not an independent director. This role involves presiding over meetings, approving agendas and materials, serving as a liaison, and being available to communicate with major stockholders.

The amendments to the Corporate Governance Guidelines are effective immediately. However, the amendments to the By-Laws related to the right to call a special meeting are subject to approval by McKesson's stockholders at the 2013 Annual Meeting, scheduled for July 31, 2013.