UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 19, 2014
McKesson Corporation
(Exact name of registrant as specified in its charter)
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Delaware |
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1-13252 |
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94-3207296 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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One Post Street, San Francisco, California |
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94104 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (415) 983-8300
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 19, 2014, the Board of Directors (the Board) of McKesson Corporation (the Company), upon recommendation of the Committee
on Directors and Corporate Governance, elected Donald R. Knauss and Susan R. Salka, as new directors, effective October 20, 2014. Mr. Knauss and Ms. Salkas term as directors will expire at the Companys 2015 Annual
Meeting of Stockholders unless each is renominated as a director, and elected by stockholders at the annual meeting in accordance with the Companys majority voting standard. The size of the Board was increased from nine to eleven members in
connection with the election of Mr. Knauss and Ms. Salka.
Mr. Knauss, age 63, has served as Chairman and Chief Executive Officer of The
Clorox Company, a manufacturer of consumer and institutional products, since October 2006. Beginning November 20, 2014, he will serve as Chairman only, in a newly created Executive Chairman role. He was Executive Vice President of The Coca-Cola
Company (a marketer and distributor of nonalcoholic beverages) and President and Chief Operating Officer for Coca-Cola North America from February 2004 until September 2006. Previously, Mr. Knauss was President of the Retail Division of
Coca-Cola North America and President and Chief Executive Officer of The Minute Maid Company, a division of The Coca-Cola Company. Prior to his employment with The Coca-Cola Company, he held various positions in marketing and sales with PepsiCo,
Inc. and Procter & Gamble and served as an officer in the United States Marine Corps. He is also a director of the Kellogg Company and a member of the board of trustees of both Morehouse College and the University of San Diego. He was
formerly a director of URS Corporation.
Ms. Salka, age 49, has served as Chief Executive Officer and President of AMN Healthcare Services, Inc., a
provider of healthcare workforce solutions and staffing services, since 2005, and a director of the company since 2003. She has served in several other executive roles since joining the company in 1990, including Chief Operating Officer, Chief
Financial Officer and Senior Vice President of Business Development. Ms. Salka is also a director of The Campanile Foundation at San Diego State University. She was formerly a director of Beckman Coulter Inc., Playtex Products, University of
California San Diegos Sulpizio Cardiovascular Center, and the BIOCOM Institute.
The Board has appointed Mr. Knauss and Ms. Salka as
members of the Audit Committee and the Governance Committee. The Board has also determined that Mr. Knauss and Ms. Salka are independent and meet the applicable director independence requirements of the New York Stock Exchange and the
Companys director independence standards, as adopted by the Board. There was no arrangement or understanding between Mr. Knauss or Ms. Salka and any other persons pursuant to which each was selected as a director, and there are no
related party transactions between Mr. Knauss or Ms. Salka and the Company. Contemporaneously with their election, Mr. Knauss and Ms. Salka executed the Companys standard form of Indemnification Agreement, which provides
for indemnification of the indemnitee to the fullest extent permitted by Delaware law.
Mr. Knauss and Ms. Salka will receive compensation for
service on the Board in accordance with the Companys standard compensatory arrangement for non-employee directors. A description of the Companys non-employee director compensation can be found under the caption Director
Compensation in the Companys definitive proxy statement for its 2014 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission (the Commission) on June 19, 2014. Mr. Knauss
and Ms. Salkas compensation as non-employee directors will be prorated to reflect the remainder of the Companys annual non-employee director compensation program. Accordingly, subject to the terms and conditions of the
Companys 2013 Stock Plan, Mr. Knauss and Ms. Salka will be granted restricted stock units (RSUs) in an amount representing a prorated portion of the annual equity award that was previously granted to non-employee
directors. The grant date value of the
RSUs for each of Mr. Knauss and Ms. Salka will be $116,301, and the number of RSUs granted to each of Mr. Knauss and Ms. Salka will be determined by dividing $116,301 by the
closing price of the Companys common stock on the grant date.
Item 7.01 |
Regulation FD Disclosure. |
On September 22, 2014, the Company issued a press release announcing the
election of Mr. Knauss and Ms. Salka to the Board. A copy of the Companys press release is attached hereto as Exhibit 99.1.
The
information contained in this item, including Exhibit 99.1, is furnished to the Commission, but shall not be deemed filed with the Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by the Company dated September 22, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: September 22, 2014
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McKesson Corporation |
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By: |
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/s/ Lori A. Schechter |
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Lori A. Schechter |
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Executive Vice President, General Counsel
and Chief Compliance Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by the Company dated September 22, 2014. |
Exhibit 99.1
McKesson Board of Directors Elects Donald R. Knauss and
Susan Salka as New Independent Directors
SAN FRANCISCO, Calif., September 22, 2014 As a continuation of ongoing corporate governance enhancements, McKesson Corporation (NYSE: MCK) today
announced that its Board of Directors has elected Donald R. Knauss and Susan Salka as new independent directors, effective October 20, 2014. In view of the election of Mr. Knauss and Ms. Salka, the size of the Board of Directors was
increased from nine to eleven members, ten of whom are independent.
Don and Susan are both terrific additions to the McKesson Board, said
John H. Hammergren, chairman and chief executive officer, McKesson Corporation. Don will bring strong international business management and retail expertise, while Susan brings a deep understanding of emerging trends in healthcare services.
The addition of Don and Susan to the Board reflects our ongoing commitment to refreshing and strengthening the diversity of our Board and maintaining industry-leading governance practices.
Donald R. Knauss
Mr. Knauss, age 63, has served as
Chairman and Chief Executive Officer of The Clorox Company since October 2006. Beginning November 20, 2014, he will serve as Chairman only, in a newly created Executive Chairman role. He was Executive Vice President of The Coca-Cola Company and
President and Chief Operating Officer for Coca-Cola North America from February 2004 until September 2006. Prior to his employment with The Coca-Cola Company, he held various positions in marketing and sales with PepsiCo, Inc. and Procter &
Gamble and served as an officer in the United States Marine Corps. He is also a director of the Kellogg Company and a member of the board of trustees of both Morehouse College and the University of San Diego. He was formerly a director of URS
Corporation.
Susan Salka
Ms. Salka, age 49, has
served as Chief Executive Officer and President of AMN Healthcare Services, Inc. since 2005, and a director of the company since 2003. She has served in several other executive roles since joining the company in 1990, including Chief Operating
Officer, Chief Financial Officer and Senior Vice President of Business Development. Ms. Salka is also a director of The Campanile Foundation at San Diego State University. She was formerly a director of Beckman Coulter Inc., Playtex Products,
University of California San Diegos Sulpizio Cardiovascular Center, and the BIOCOM Institute.
The Board has appointed Mr. Knauss and
Ms. Salka as members of its Audit Committee and its Governance Committee.
About McKesson Corporation
McKesson Corporation, currently ranked 15th on the FORTUNE 500, is a healthcare services and information technology company dedicated to making the business of
healthcare run better. We partner with payers, hospitals, physician offices, pharmacies, pharmaceutical companies and others across the spectrum of care to build healthier organizations that deliver better care to patients in every setting. McKesson
helps its customers improve their financial, operational, and clinical performance with solutions that include pharmaceutical and medical-surgical supply management, healthcare information technology, and business and clinical services. For more
information, visit http://www.mckesson.com
Contact:
Investors and Financial Media:
Erin Lampert, +1 415-983-8391
Erin.Lampert@McKesson.com
General and Business Media:
Kris Fortner, +1 415-983-8352
Kris.Fortner@McKesson.com
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