8-KCorporate ChangesExhibits & Filings

MCKESSON CORP 8-K Report, Bylaw Amendment (May 24, 2019)

Filed May 24, 2019For Securities:MCK

Summary

McKesson Corporation (MCK) has filed an 8-K report detailing amendments to its By-Laws, effective May 22, 2019. The primary change involves a reduction in the ownership threshold required for stockholders to call a special meeting. Previously, 25% of the company's outstanding common stock was needed; this has now been lowered to 15% Net Long Beneficial Ownership. This amendment to Article II, Section 3(b) of the By-Laws could potentially increase shareholder engagement and influence by making it easier for a smaller group of significant stockholders to convene a special meeting. Additionally, a minor correction to cross-references in Article III was made. Investors should note that the full text of the amended By-Laws is available as an exhibit to this filing.

Key Highlights

  • 1McKesson Corporation amended its By-Laws, effective May 22, 2019.
  • 2The ownership threshold required for stockholders to call a special meeting has been reduced from 25% to 15% of Net Long Beneficial Ownership.
  • 3This change aims to potentially empower significant shareholders by lowering the bar for special meeting requisitions.
  • 4Minor corrections to cross-references within Article III of the By-Laws were also implemented.
  • 5The full text of the amended By-Laws is available as Exhibit 3.1 to the 8-K filing.

Frequently Asked Questions

The main purpose of this 8-K filing is to report amendments made to McKesson Corporation's By-Laws, specifically changing the ownership percentage required for shareholders to call a special meeting.

The reduction from 25% to 15% Net Long Beneficial Ownership means that a smaller percentage of significant shareholders is now needed to formally request a special meeting. This could lead to increased shareholder activism or more frequent special meetings if a substantial group of shareholders wishes to discuss specific corporate matters.

Besides the reduction in the special meeting threshold, the amendments also include a correction to cross-references within Article III of the By-Laws. No other material operational or governance changes were detailed in this specific filing.

The complete details of the amended By-Laws are provided as Exhibit 3.1 to this 8-K filing. Investors can review this exhibit for the full text of the changes.