8-KLeadership ChangesRegulation FDExhibits & Filings

MCKESSON CORP 8-K Report, Executive Changes (Sep 22, 2014)

Filed September 22, 2014For Securities:MCK

Summary

McKesson Corporation (MCK) announced on September 19, 2014, the election of two new independent directors, Donald R. Knauss and Susan R. Salka, to its Board of Directors, effective October 20, 2014. This strategic move expands the Board from nine to eleven members and brings in seasoned leadership with extensive experience in consumer products, global beverages, and healthcare services. Mr. Knauss, former Chairman and CEO of The Clorox Company, and Ms. Salka, CEO and President of AMN Healthcare Services, Inc., have been appointed to the Audit and Governance Committees. Both directors have been deemed independent and will receive compensation in line with the company's standard non-employee director arrangements, including prorated restricted stock units. These appointments are expected to enhance the board's oversight and strategic guidance, particularly given the directors' diverse and relevant backgrounds.

Key Highlights

  • 1McKesson Corporation's Board of Directors has been expanded from nine to eleven members with the appointment of two new independent directors.
  • 2Donald R. Knauss, former Chairman and CEO of The Clorox Company, and Susan R. Salka, CEO and President of AMN Healthcare Services, Inc., have been elected as new directors.
  • 3The new directors' terms will commence on October 20, 2014, and expire at the 2015 Annual Meeting of Stockholders, subject to renomination and stockholder election.
  • 4Both new directors have been appointed to serve on the Audit Committee and the Governance Committee.
  • 5The company has confirmed that Mr. Knauss and Ms. Salka meet all applicable director independence requirements.
  • 6The newly elected directors will receive compensation consistent with the company's standard non-employee director compensation program, including prorated restricted stock units valued at $116,301 each.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the election of two new independent directors, Donald R. Knauss and Susan R. Salka, to McKesson Corporation's Board of Directors and the subsequent expansion of the board size.

Donald R. Knauss has extensive experience as Chairman and CEO of The Clorox Company and previously held leadership roles at The Coca-Cola Company. Susan R. Salka is the CEO and President of AMN Healthcare Services, Inc., and has a strong background in healthcare workforce solutions and staffing.

Mr. Knauss and Ms. Salka will receive compensation according to McKesson's standard arrangement for non-employee directors. This includes a prorated grant of restricted stock units (RSUs) with a grant date value of $116,301 each.

Yes, the Board has determined that both Mr. Knauss and Ms. Salka are independent and meet the applicable director independence requirements of the New York Stock Exchange and the company's own standards.