Current Report Filing (8-k)
July 27 2018 - 8:04AM
Edgar (US Regulatory)
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 25, 2018
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
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(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
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(Address of principal executive offices)
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(Zip Code)
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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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this
chapter).
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 5.07 Submission of Matters to a Vote of Security Holders.
On July 25, 2018, the following seven items were voted on at the 2018 Annual Meeting of Stockholders (the 2018 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 Companys definitive proxy statement filed with the
U.S. Securities and Exchange Commission on June 15, 2018 (the Definitive Proxy Statement), were each elected to serve a
one-year
term. The votes were as follows:
1
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Director Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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N. Anthony Coles, M.D.
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162,577,694
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2,811,921
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303,574
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16,775,861
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John H. Hammergren
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155,139,344
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9,727,099
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826,746
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16,775,861
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M. Christine Jacobs
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155,817,784
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9,584,266
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291,139
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16,775,861
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Donald R. Knauss
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164,611,287
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767,113
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314,789
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16,775,861
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Marie L. Knowles
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145,022,433
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20,388,439
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282,317
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16,775,861
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Bradley E. Lerman
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164,409,253
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968,786
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315,150
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16,775,861
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Edward A. Mueller
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161,789,011
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3,616,896
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287,282
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16,775,861
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Susan R. Salka
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163,342,907
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2,041,845
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308,437
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16,775,861
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Item
2
. The appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for the fiscal year ending March 31, 2019 was ratified, having received the following votes:
2
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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174,312,466
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7,821,222
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335,362
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Item
3
. The proposal to approve, on an advisory basis, the compensation of the Companys named
executive officers was approved, having received the following votes:
2
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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143,269,218
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21,882,394
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541,577
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16,775,861
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Item 4
. The stockholder-submitted proposal on disclosure of lobbying activities and expenditures was not approved,
having received the following votes:
2
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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62,904,983
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99,198,278
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3,589,928
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16,775,861
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Item 5
. The stockholder-submitted proposal on accelerated vesting of equity awards was not approved, having received
the following votes:
2
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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56,076,234
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108,912,789
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704,166
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16,775,861
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Item 6
. The stockholder-submitted proposal on policy to use GAAP financial metrics for purposes of determining
executive compensation was not approved, having received the following votes:
2
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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11,429,585
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153,593,307
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670,297
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16,775,861
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Item 7
. The stockholder-submitted proposal on ownership threshold for calling special meetings of shareholders was not
approved, having received the following votes:
2
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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77,129,891
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87,804,949
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758,349
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16,775,861
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Each of the items considered at the 2018 Annual Meeting is described in further detail in the Definitive Proxy
Statement. No item other than the seven items addressed above and described in the Definitive Proxy Statement was submitted at the 2018 Annual Meeting for stockholder action.
1
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Under the Companys 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.
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2
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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 2018 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.
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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 27, 2018
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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
Executive Vice President, General Counsel and
Chief Compliance Officer
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