What is the primary purpose of these By-law amendments?

The primary purpose of these amendments is to update McKesson's corporate governance documents to align with changes in Delaware General Corporation Law, streamline internal procedures, and enhance clarity and efficiency in corporate operations, particularly concerning shareholder meetings and board actions.

Will these By-law changes affect how I, as a shareholder, vote or attend meetings?

While the amendments modernize the procedures, they are primarily administrative. They allow for more flexible methods of notice (like email) and clarify existing processes for proxy delivery and shareholder lists. The core rights of shareholders to vote and attend meetings remain. The designation of an exclusive forum means that certain types of lawsuits against the company or its directors must be brought in Delaware courts.

Are there any immediate financial implications of these By-law changes for McKesson?

These By-law amendments are procedural and governance-related. They do not have any immediate or direct material financial implications for McKesson Corporation. Their impact is on the internal operational and legal framework of the company.

What does it mean that Delaware courts are the 'exclusive forum' for certain lawsuits?

This means that any legal claims related to a stockholder's derivative action, or a claim concerning a breach of fiduciary duty by a director or officer, or internal corporate affairs under Delaware law, must be filed in the state or federal courts located in Delaware. This is intended to consolidate litigation and provide a more consistent application of Delaware corporate law.

MCK 8-K: Corporate Changes

Summary

McKesson Corporation (MCK) filed an 8-K on March 12, 2020, to report significant amendments to its Amended and Restated By-laws, effective March 11, 2020. These changes are primarily administrative and designed to update the company's governance documents to comply with evolving Delaware General Corporation Law (DGCL) and to streamline internal processes. The amendments cover various aspects of shareholder meetings, director nominations, board actions, and the designation of an exclusive forum for litigation. While these changes are not expected to have an immediate material impact on the company's financial performance or strategic direction, they reflect McKesson's commitment to maintaining robust corporate governance practices. Key updates include modifications to shareholder meeting notice provisions, allowing for broader methods of communication like electronic mail and courier services, in line with DGCL. The by-laws also clarify procedures for meeting adjournments, proxy delivery, and shareholder list availability. New provisions address the selection of meeting chairs and the adoption of rules for orderly meetings. For director nominees, the company has clarified requirements for questionnaires and intent to serve. Furthermore, the amendments allow for director actions via written consent and designate Delaware courts as the exclusive forum for internal affairs and fiduciary duty claims.

Key Highlights

1Amendments to By-laws to comply with updated Delaware General Corporation Law (DGCL) regarding shareholder meetings.
2Expanded permissible methods for shareholder meeting notices, including electronic mail and courier services.
3Clarified procedures for shareholder meeting adjournments, proxy delivery, and availability of shareholder lists.
4Introduced new provisions for selecting meeting chairs and adopting rules for orderly conduct and safety at shareholder meetings.
5Updated requirements for director nominees, including questionnaires and confirmation of intent to serve.
6Allowed for director actions to be taken by written consent or electronic transmission.
7Designated Delaware courts as the exclusive forum for litigation concerning internal affairs and fiduciary duties.

MCKESSON CORP 8-K Report, Bylaw Amendment (Mar 13, 2020)

Summary

Key Highlights

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