Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 8, 2024

McKESSON CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

1-13252

94-3207296

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

6555 State Hwy 161

Irving, TX 75039

(Address of Principal Executive Offices, and Zip Code)

(972) 446-4800

Registrant’s Telephone Number, Including Area Code

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 (see General Instruction A.2. below):


☐			Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common stock, $0.01 par value

MCK

New York Stock Exchange

1.500% Notes due 2025

MCK25

New York Stock Exchange

1.625% Notes due 2026

MCK26

New York Stock Exchange

3.125% Notes due 2029

MCK29

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02			Election of Directors.

On January 8, 2024, the Board of Directors (“Board”) of McKesson Corporation (“Corporation”) elected Kevin Ozan as a director of the Corporation and appointed him to the Board’s Audit Committee and Finance Committee, effective January 8, 2024.

Mr. Ozan retired from McDonald’s Corporation, a leading global food service retailer, in June 2023 after 25 years of service. He most recently served as senior executive vice president, strategic initiatives from September 2022 to June 2023 and executive vice president and chief financial officer from March 2015 to August 2022. Mr. Ozan held various roles of increasing responsibility across the financial and investor relations teams at McDonald’s from 1997 to 2015. Prior to joining McDonald’s, he worked for over a decade in Ernst & Young’s audit and mergers and acquisitions practices. Mr. Ozan currently serves on the board of directors of Cineworld, a private company with one of the largest cinema businesses in the world. Mr. Ozan has a bachelor’s degree in accounting from the University of Michigan and a master’s degree in business from the Kellogg School of Management at Northwestern University.

Mr. Ozan will receive compensation in accordance with the Corporation’s standard compensatory arrangement for non-employee directors. He will receive an annual cash retainer of $115,000, which will be prorated based on the effective date of his election. Mr. Ozan also will receive restricted stock units (“RSUs”) under the Corporation’s 2022 Stock Plan in an amount that represents the annual equity award value granted to non-management directors after the Company's 2023 annual meeting of shareholders, prorated based on the effective date of his election.

In addition, effective January 8, 2024, Mr. Ozan will enter into the Corporation’s standard Indemnification Agreement for directors, which provides for indemnification to the fullest extent permitted by Delaware law.


Item 7.01			Regulation FD Disclosure.

On January 9, 2024, the Corporation issued and posted on its website (https://www.mckesson.com/About-McKesson/Newsroom/Press-Releases/ and https://investor.mckesson.com/news/default.aspx) a news release announcing the election of Mr. Ozan to the Board, information regarding an upcoming presentation at the J.P. Morgan Healthcare Conference and the Corporation's acquisition of Compile. A copy of that news 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 (“Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as expressly stated in any such filing.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.						Description

99.1						News release issued by McKesson Corporation on January 9, 2024
104						Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

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: January 9, 2024



McKesson Corporation

	By:	/s/ Michele Lau
		Michele Lau
		Executive Vice President and Chief Legal Officer

Exhibit 99.1

MCKESSON TO PRESENT AT THE 42ND ANNUAL J.P. MORGAN HEALTHCARE CONFERENCE

McKesson Adds New Director; Announces Acquisition of Compile

IRVING, Texas, January 9, 2024 – McKesson Corporation (NYSE: MCK) will present at the 42nd Annual J.P. Morgan Healthcare Conference at the Westin St. Francis Hotel in San Francisco today at 9:45 AM PT (12:45 PM ET). Executive leadership will provide a company overview followed by a fireside chat.

The audio webcast will be available live at McKesson’s Investor Relations website at investor.mckesson.com, along with the company’s slide presentation.

McKesson’s Board of Directors Elects Kevin Ozan as New Director

The McKesson board of directors has elected Kevin Ozan as director and member of the Audit Committee and Finance Committee, effective January 8, 2024. With the election of Ozan, McKesson’s board of directors increases from 11 to 12 members, 11 of whom are independent.

“We’re pleased to welcome Kevin to the McKesson Board,” said Donald Knauss, McKesson’s independent board chair. “His extensive executive leadership background in strategy and finance will be instrumental as the company continues to deliver on its growth initiatives, advancing health outcomes for all.”

Ozan recently retired from his role as senior executive vice president of strategic initiatives at McDonald’s Corporation. During his 25-year tenure with the global food service retailer, Ozan also served as executive vice president and chief financial officer and held multiple leadership roles overseeing financial and investor relations teams. Prior to McDonald’s, he worked for over a decade in Ernst & Young’s audit and mergers and acquisitions practices.

In addition to McKesson, Ozan currently serves on the board of Cineworld, a private company with one of the largest global cinema businesses. Ozan holds a bachelor’s degree in accounting from the University of Michigan and a master’s degree in business from the Kellogg School of Management at Northwestern University.

McKesson Acquires Compile

On January 4, 2024, McKesson acquired Compile, a healthcare data platform that aggregates and integrates data from across the US healthcare system to characterize providers and their patient panels. The acquisition is anticipated to provide a centralized commercial data platform for McKesson and accelerate its capabilities in commercializing data and providing insights to biopharma customers.

Exhibit 99.1

About McKesson Corporation

McKesson Corporation is a diversified healthcare services leader dedicated to advancing health outcomes for patients everywhere. Our teams partner with biopharma companies, care providers, pharmacies, manufacturers, governments, and others to deliver insights, products and services to help make quality care more accessible and affordable. Learn more about how McKesson is impacting virtually every aspect of healthcare at McKesson.com and read Our Stories.

Cautionary Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by their use of terminology such as “believes,” “expects,” “anticipates,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “projects,” “plans,” “estimates,” “targets,” or the negative of these words or other comparable terminology. The discussion of expectations and integration of Compile may also include forward-looking statements. Readers should not place undue reliance on forward-looking statements, such as financial performance forecasts, which speak only as of the date they are first made. Except to the extent required by law, we undertake no obligation to update or revise our forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, anticipated, or implied. Although it is not possible to predict or identify all such risks and uncertainties, we encourage investors to read the risk factors described in our publicly available filings with the Securities and Exchange Commission and news releases.

Exhibit 99.1

These risk factors include, but are not limited to: we experience costly and disruptive legal disputes and settlements, including regarding our role in distributing controlled substances such as opioids; we might experience losses not covered by insurance or indemnification; we are subject to frequently changing, extensive, complex, and challenging healthcare and other laws; we from time to time record significant charges from impairment to goodwill, intangibles, and other long-lived assets; we might not realize expected benefits from business process initiatives; we experience cybersecurity incidents that might significantly compromise our technology systems or might result in material data breaches; we may be unsuccessful in achieving our strategic growth objectives; we might be unable to successfully complete or integrate acquisitions or other business combinations; our technology products or services might not conform to specifications or perform as we intend; our contracts with government entities involve future funding and compliance risks; we might be harmed by changes in our relationships or contracts with suppliers; our use of third-party data is subject to limitations that could impede the growth of our data services business; we might be adversely impacted by healthcare reform such as changes in pricing and reimbursement models; we might be adversely impacted by competition and industry consolidation; we might be adversely impacted by changes or disruptions in product supply and have difficulties in sourcing or selling products due to a variety of causes; we might be adversely impacted as a result of our distribution of generic pharmaceuticals; we might be adversely impacted by changes in the economic environments in which we operate; changes affecting capital and credit markets might impede access to credit, increase borrowing costs, and disrupt banking services for us and our customers and suppliers and might impair the financial soundness of our customers and suppliers; we might be adversely impacted by changes in tax legislation or challenges to our tax positions; we might be adversely impacted by fluctuations in foreign currency exchange rates; we might be adversely impacted by events outside of our control, such as widespread public health issues, natural disasters, political events and other catastrophic events; and we may be adversely affected by global climate change or by legal, regulatory, or market responses to such change.

CONTACTS:

Rachel Rodriguez, 469-260-0556 (Investors)

Rachel.Rodriguez@McKesson.com

Media Relations

MediaRelations@McKesson.com

Cover Page	Jan. 08, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 08, 2024
Entity Registrant Name	McKESSON CORPORATION
Entity Central Index Key	0000927653
Entity File Number	1-13252
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3207296
Entity Address, Address Line One	6555 State Hwy 161
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	972
Local Phone Number	446-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Common Stock [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	MCK
1.500% Notes Due 2025 [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	1.500% Notes due 2025
Trading Symbol	MCK25
1.625% Notes Due 2026 [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	1.625% Notes due 2026
Trading Symbol	MCK26
3.125% Notes Due 2029 [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	3.125% Notes due 2029
Trading Symbol	MCK29