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

The primary purpose of these By-law amendments is to enhance McKesson's corporate governance by clarifying procedures for stockholder meetings, proposals, and nominations, ensuring better alignment with current corporate law and regulatory expectations, and providing the Board with greater operational flexibility in managing these processes.

How do these changes affect a stockholder's ability to call a special meeting?

The amendments introduce more stringent requirements for stockholders wishing to call a special meeting. These include holding record ownership of shares entitled to vote on the record date fixed for the request, requesting the Board to fix a record date, and adhering to specific disclosure and compliance requirements related to the Exchange Act and solicitation activities.

What are the key changes regarding stockholder proposals at annual meetings?

Stockholder proponents must now maintain their stock ownership through the date of the annual meeting. The By-laws also clarify that this section is the exclusive route for submitting business (other than nominations or Rule 14a-8 proposals) and impose enhanced disclosure requirements on the proponent, including information about affiliates, participants in solicitations, and compliance with securities laws.

Are there any new provisions related to director nominations?

Yes, there are significant updates to director nomination rules. Stockholder proponents must hold shares through the meeting date, and specific disclosure requirements apply regarding affiliates and solicitation participants. The amendments also clarify rules around nomination windows, especially if board size changes near the nomination deadline, and mandate compliance with Rule 14a-19, including a 67% solicitation requirement.

MCK 8-K: Corporate Changes

Summary

This 8-K filing from McKesson Corporation (MCK) details significant amendments to the company's Amended and Restated By-laws, effective April 26, 2023. The changes primarily focus on enhancing the governance framework related to stockholder meetings, the submission of stockholder proposals, and director nominations. Key updates aim to clarify procedures, align with Delaware corporate law, and provide the Board with greater flexibility in managing these processes. These amendments are designed to streamline operations and ensure compliance with evolving regulatory requirements.

Key Highlights

1Amendments to By-laws clarify the Board's authority to postpone, reschedule, or cancel stockholder meetings called by the Board.
2Stricter requirements are introduced for stockholders seeking to call special meetings, including ownership verification and compliance with SEC regulations.
3Provisions for stockholder proposals at annual meetings are updated, requiring proponents to maintain stock ownership through the meeting date and enhancing disclosure requirements regarding affiliates and solicitation costs.
4Rules for director nominations by stockholders are revised, including maintaining ownership through the meeting date, disclosure of affiliates and solicitation participants, and compliance with Rule 14a-19.
5The By-laws now explicitly state that Article II, Section 9 is the exclusive means for submitting business at annual meetings (excluding nominations or Rule 14a-8 proposals).
6Indemnification provisions for officers and directors are clarified regarding claim submission timelines and the availability of advancement of expenses.
7An emergency provision has been added to the By-laws to provide clarity and authority to directors and officers during emergency situations.

MCKESSON CORP 8-K Report, Bylaw Amendment (Apr 28, 2023)

Summary

Key Highlights

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