8-KLeadership ChangesShareholder MattersCorporate Changes+1

MCKESSON CORP 8-K Report, Executive Changes (Jul 31, 2015)

Filed July 31, 2015For Securities:MCK

Summary

McKesson Corporation's Form 8-K filing on July 31, 2015, details the outcomes of its 2015 Annual Meeting of Stockholders held on July 29, 2015. The key event for investors was the stockholder approval of amendments to the company's By-Laws to permit proxy access. This allows eligible stockholders meeting specific holding requirements to nominate directors and include them on McKesson's proxy card, enhancing shareholder voice in board composition. Additionally, the filing confirms the reapproval of performance measures for the Management Incentive Plan (MIP) to ensure continued qualification as performance-based compensation for tax purposes, and the ratification of Deloitte & Touche LLP as the independent auditor for the upcoming fiscal year. Stockholders also voted to approve the compensation of named executive officers on an advisory basis. Conversely, two stockholder-proposed resolutions, one concerning political contributions and another on accelerated equity award vesting, did not receive majority approval.

Key Highlights

  • 1Stockholder approval of Proxy Access By-Law Amendments, allowing eligible shareholders to nominate directors for inclusion on the company's proxy card.
  • 2Reapproval of performance measures for the Management Incentive Plan (MIP) to maintain compliance with federal tax regulations for performance-based compensation.
  • 3Election of all of the Board of Directors' nominees for director positions, with overwhelming support for each nominee.
  • 4Ratification of Deloitte & Touche LLP as McKesson's independent registered public accounting firm for the fiscal year ending March 31, 2016.
  • 5Advisory approval of the compensation of the company's named executive officers.
  • 6Failure of a stockholder proposal requesting disclosure of political contributions and expenditures to gain majority support.
  • 7Failure of a stockholder proposal regarding accelerated vesting of equity awards to gain majority support.

Frequently Asked Questions

Proxy Access is an amendment to McKesson's By-Laws that allows eligible stockholders to nominate their own candidates for the Board of Directors and have those nominees included in the company's proxy materials. This is significant because it gives shareholders a more direct way to influence board composition, potentially leading to better alignment between management and shareholder interests.

Yes, shareholders voted to approve, on an advisory basis, the compensation of McKesson's named executive officers. This 'say-on-pay' vote is advisory and non-binding, but it provides the Board with shareholder feedback on executive compensation.

Both stockholder-submitted proposals failed to receive majority approval. The proposal seeking disclosure of political contributions and expenditures was not approved, as were the proposals related to the accelerated vesting of equity awards.

Yes, Deloitte & Touche LLP was ratified by stockholders as McKesson's independent registered public accounting firm for the fiscal year ending March 31, 2016.