Current Report Filing (8-k)

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): July 27, 2016

McKesson Corporation

(Exact name of registrant as specified in its charter)

Delaware

1-13252

94-3207296

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


One Post Street, San Francisco, California		94104
(Address of principal executive offices)		(Zip Code)

Registrant’s 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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 27, 2016, the following five items were voted on at the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) of McKesson Corporation (the “Company”), and the stockholder votes on each such matter, as certified by the Inspector of Election, are set forth below.

Item 1 . The Board of Directors’ nominees for directors, as listed in Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 17, 2016 (the “Definitive Proxy Statement”), were each elected to serve a one-year term. The votes were as follows: ¹


Director Nominee	Votes For		Votes Against		Abstentions		Broker Non-Votes
Andy D. Bryant		179,111,164		3,630,157		647,163		17,827,608
Wayne A. Budd		178,603,191		3,489,742		1,295,551		17,827,608
N. Anthony Coles, M.D.		179,495,798		3,226,646		666,040		17,827,608
John H. Hammergren		176,061,621		6,309,114		1,017,749		17,827,608
M. Christine Jacobs		177,056,758		5,637,493		694,233		17,827,608
Donald R. Knauss		181,749,864		970,207		668,413		17,827,608
Marie L. Knowles		180,300,480		2,430,160		657,844		17,827,608
Edward A. Mueller		178,263,980		4,444,976		679,528		17,827,608
Susan R. Salka		182,132,943		584,392		671,149		17,827,608

Item 2 . The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2017 was ratified, having received the following votes: ²


Votes For	Votes Against		Abstentions		Broker Non-Votes
197,825,680		2,376,563		1,013,849		—

Item 3 . The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved, having received the following votes: ²


Votes For	Votes Against		Abstentions		Broker Non-Votes
147,295,872		34,891,957		1,200,655		17,827,608

Item 4 . The stockholder-submitted proposal on accelerated vesting of equity awards was not approved, having received the following votes: ²


Votes For	Votes Against		Abstentions		Broker Non-Votes
50,361,445		132,071,176		955,863		17,827,608

Item 5 . The stockholder-submitted proposal on disclosure of political contributions and expenditures was not approved, having received the following votes: ²


Votes For	Votes Against		Abstentions		Broker Non-Votes
64,654,850		80,951,553		37,782,081		17,827,608

Each of the items considered at the 2016 Annual Meeting is described in further detail in the Definitive Proxy Statement. No item other than the five items addressed above and described in the Definitive Proxy Statement was submitted at the 2016 Annual Meeting for stockholder action.

¹ Under the Company’s majority voting standard, the election of a nominee required that the nominee receive a majority of the votes cast (that is, the number of votes cast “for” each nominee had to exceed the number of votes cast “against” such nominee). Therefore, abstentions and broker non-votes were required to be disregarded and had no effect on the vote results.

² Approval of each proposal with this footnote designation required the affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote on the proposal at the 2016 Annual Meeting. Therefore, abstentions, which represented shares present and entitled to vote, had the same effect as a vote against the proposal. Broker non-votes, if any, were required to be disregarded and had no effect on the vote results.

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 hereunto duly authorized.


Date: July 29, 2016	McKesson Corporation

	By:	/s/ Lori A. Schechter
		Lori A. Schechter
		Executive Vice President, General Counsel and
		Chief Compliance Officer