8-KShareholder Matters

MCKESSON CORP 8-K Report, Shareholder Vote Results (Jul 27, 2018)

Filed July 27, 2018For Securities:MCK

Summary

McKesson Corporation (MCK) filed an 8-K on July 27, 2018, detailing the outcomes of its 2018 Annual Meeting of Stockholders held on July 25, 2018. The primary focus of the filing is the voting results on several key proposals, including the election of directors, ratification of the independent auditor, executive compensation, and various stockholder-submitted proposals. For investors, the most significant takeaways are the overwhelming approval of all director nominees and the ratification of Deloitte & Touche LLP as the independent auditor. However, a notable point of contention for shareholders revolved around executive compensation, with the advisory 'Say-on-Pay' proposal receiving substantial opposition, alongside several other stockholder-initiated proposals concerning lobbying disclosure, equity award vesting, GAAP financial metrics, and special meeting thresholds, all of which failed to gain majority support. This indicates a divergence of views between management and a portion of its shareholder base on specific governance and compensation policies.

Key Highlights

  • 1All eight director nominees proposed by the Board of Directors were elected to serve one-year terms, with strong "Votes For" exceeding "Votes Against" and meeting the majority voting standard.
  • 2Deloitte & Touche LLP was ratified as McKesson's independent registered public accounting firm for the fiscal year ending March 31, 2019, with a significant majority of votes in favor.
  • 3The advisory proposal to approve the compensation of named executive officers (Say-on-Pay) passed, but faced considerable opposition, receiving 143,269,218 "For" votes versus 21,882,394 "Against" votes.
  • 4A stockholder proposal requesting disclosure of lobbying activities and expenditures was not approved, with "Against" votes significantly outweighing "For" votes.
  • 5A stockholder proposal regarding accelerated vesting of equity awards also failed to gain approval, with substantially more votes against it.
  • 6A proposal for McKesson to adopt a policy using GAAP financial metrics for executive compensation was overwhelmingly rejected by shareholders.
  • 7The stockholder proposal concerning the ownership threshold for calling special meetings of shareholders did not receive majority approval.

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