UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 31, 2019, the following items were voted on at the 2019 Annual Meeting of Stockholders (“Annual Meeting”) of McKesson Corporation (“Company”). The stockholder votes on each item, as certified by the Inspector of Election, are shown 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 21, 2019 (“Proxy Statement”), were all elected to serve as directors. The votes were as follows:1
| Director Nominee |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
||||||||||||
| Dominic J. Caruso |
150,328,181 |
664,725 |
453,829 |
15,317,200 |
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| N. Anthony Coles, M.D. |
128,160,810 |
22,835,254 |
450,672 |
15,317,199 |
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| M. Christine Jacobs |
141,274,161 |
9,736,587 |
435,986 |
15,317,201 |
||||||||||||
| Donald R. Knauss |
149,994,925 |
995,857 |
455,949 |
15,317,204 |
||||||||||||
| Marie L. Knowles |
140,784,484 |
10,238,484 |
423,769 |
15,317,198 |
||||||||||||
| Bradley E. Lerman |
133,735,983 |
17,250,081 |
460,670 |
15,317,201 |
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| Edward A. Mueller |
131,196,367 |
19,803,011 |
447,355 |
15,317,202 |
||||||||||||
| Susan R. Salka |
133,430,340 |
17,579,622 |
436,772 |
15,317,201 |
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| Brian S. Tyler |
150,162,153 |
847,588 |
436,996 |
15,317,198 |
||||||||||||
| Kenneth E. Washington |
150,390,774 |
593,109 |
462,853 |
15,317,199 |
||||||||||||
Item 2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020 was ratified, having received the following votes:2
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 157,959,216 |
8,255,084 |
549,635 |
— |
Item 3. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was not approved, having received the following votes:2
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 61,120,284 |
89,828,106 |
498,322 |
15,317,223 |
Item 4. The stockholder-submitted proposal on disclosure of lobbying activities and expenditures was not approved, having received the following votes:2
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 68,799,661 |
81,404,262 |
1,242,785 |
15,317,227 |
Item 5. The stockholder-submitted proposal on 10% ownership threshold for calling special meeting of stockholders was not approved, having received the following votes:2
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 62,120,524 |
88,874,669 |
451,064 |
15,317,678 |
Each of the items considered at the Annual Meeting is described in further detail in the Proxy Statement. No additional item was submitted at the 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 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. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |||
| 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: August 2, 2019
| McKesson Corporation | ||
| By: |
/s/ Lori A. Schechter | |
| Lori A. Schechter | ||
| Executive Vice President, Chief Legal Officer and General Counsel | ||