0001137604-13-000004.txt : 20130710
0001137604-13-000004.hdr.sgml : 20130710
20130710153502
ACCESSION NUMBER: 0001137604-13-000004
CONFORMED SUBMISSION TYPE: PX14A6G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130710
DATE AS OF CHANGE: 20130710
EFFECTIVENESS DATE: 20130710
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: MCKESSON CORP
CENTRAL INDEX KEY: 0000927653
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122]
IRS NUMBER: 943207296
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: PX14A6G
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13252
FILM NUMBER: 13961866
BUSINESS ADDRESS:
STREET 1: ONE POST ST
STREET 2: MCKESSON PLAZA
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 4159838300
MAIL ADDRESS:
STREET 1: ONE POST ST
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
FORMER COMPANY:
FORMER CONFORMED NAME: MCKESSON HBOC INC
DATE OF NAME CHANGE: 19990115
FORMER COMPANY:
FORMER CONFORMED NAME: MCKESSON CORP
DATE OF NAME CHANGE: 19950209
FORMER COMPANY:
FORMER CONFORMED NAME: SP VENTURES INC
DATE OF NAME CHANGE: 19940728
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: AMALGAMATED BANK LONGVIEW FUNDS
CENTRAL INDEX KEY: 0001137604
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: PX14A6G
BUSINESS ADDRESS:
STREET 1: 275 SEVENTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: 2122556200
MAIL ADDRESS:
STREET 1: 275 SEVENTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10001
FORMER COMPANY:
FORMER CONFORMED NAME: AMALGAMATED BANK OF NEW YORK LONGVIEW COLLECTIVE INVESTMENT
DATE OF NAME CHANGE: 20010403
PX14A6G
1
shltr.txt
SHAREHOLDER LETTER
U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
MCKESSON CORPORATION
___________________________________________________________________________
2. Name of the person relying on exemption:
AMALGAMATED BANK LONGVIEW FUNDS
___________________________________________________________________________
3. Address of the person relying on exemption:
275 SEVENTH AVENUE, NEW YORK, NY 10001
___________________________________________________________________________
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
(LOGO) AMALGAMATED BANK (LOGO) UAW RETIREE MEDICAL BENEFITS TRUST
THIS IS NOT A PROXY SOLICITATION AND NO PROXY CARDS WILL BE ACCEPTED.
Please execute and return your proxy card according to McKesson's
instructions.
July 2013
Dear McKesson Shareholder:
We urge you to vote "YES" on Item #10 ("Stockholder Proposal on Compensation
Clawback Policy") at the upcoming Annual Meeting of McKesson (NYSE: MCK), to
be held July 31, 2013.
Item #10 is a non-binding, advisory proposal that encourages the board to
strengthen the company' clawback policy and disclose when the clawback is
applied to senior executives' incentive compensation.
WHY IS A STRONG CLAWBACK POLICY IMPORTANT?
We believe clawbacks underscore "pay-for-performance" for executives in the
following ways:
- PROMOTE ALIGNMENT BETWEEN PAY AND PERFORMANCE by adjusting incentive
compensation when pay is later determined to have been based on the wrong
numbers or misconduct.
- FOSTER A CORPORATE CULTURE OF COMPLIANCE AND DISCOURAGE FUTURE COMPLIANCE
VIOLATIONS by establishing and communicating concrete consequences for
misconduct.
- INCREASE ACCOUNTABILITY TO SHAREHOLDERS AND OTHER STAKEHOLDERS by
informing them about the application of the clawback policy.
WHY IS MCKESSON'S CURRENT POLICY INADEQUATE?
The company's current policy is weak in three ways:
- IT IS ONLY TRIGGERED IF EMBEZZLEMENT OR FRAUD MEETS AN UNDEFINED
"MATERIALITY" THRESHOLD: We believe that all embezzlement, fraud, or
theft is problematic and costly to shareholders, regardless of its
materiality. We believe the Board should have a policy in place to review
incentive compensation and be empowered to recoup unearned pay, regardless
of an undefined "materiality."
- IT IS ONLY TRIGGERED IN THE EVENT OF "INTENTIONAL" MISCONDUCT IN FINANCIAL
REPORTING: We do not think it is necessary for the Board to assess whether
or not financial errors were "intentional." If the numbers upon which
incentive pay is calculated are incorrect, the Board should be in a
position to adjust pay accordingly.
- THERE IS NO DISCLOSURE OF ANY CLAWBACK ENFORCEMENT DESPITE MCKESSON'S
CHRONIC LEGAL AND REGULATORY SETTLEMENTS: If executives receive incentive
pay despite engaging in "misconduct," intentional or otherwise, we believe
that the Board should report whether and how it has applied a clawback
policy.
IS THE REQUEST PRACTICAL?
Yes. Item #10 recommends a general policy and leaves the specific details of
its implementation to the Board of Directors. Other companies have policies to
make disclosures of the sort being urged here, such as Capital One and Encore
Capital Group./1/
HAVE OTHER COMPANIES IN THE INDUSTRY IMPLEMENTED SIMILAR POLICIES:
Yes. Numerous pharmaceutical distribution and health care-related companies,
such as Johnson & Johnson, Boston Scientific Corporation, Quest Diagnostics,
HealthWays, Merck & Company, Eli Lilly & Company, Amgen Corporation,
Bristol-Myers Squibb, and Pfizer have more expansive clawback provisions./2/
HOW HAS THE COMPANY RESPONDED TO THE SHAREHOLDER PROPOSAL?
The shareholder proponents requested a discussion with the company on the
content of the proposal, but to date have not received any response.
We urge you to vote FOR Item #10.
Sincerely,
Scott Zdrazil Meredith Miller
First Vice President- Chief Corporate Governance Officer
Director of Corporate Governance UAW Retiree Medical Benefits Trust
Amalgamated Bank LongView Funds (734) 887-4964
(212) 895-4923 mamiller@rhac.com
scottzdrazil@amalgamatedbank.com
THIS IS NOT A PROXY SOLICITATION AND NO PROXY CARDS WILL BE ACCEPTED.
Please execute and return your proxy card according to McKesson's instructions.
/1/ Liz Moyer. "Banks Bow to New York On Clawbacks." Wall Street Journal 13
March 2013. http://online.wsj.com/article/SB1000142412788732407770457835879184
0450814.html; Capital One 2013 Proxy Statement, http://www.sec.gov/Archives/
edgar/data/927628/000120677413001099/capitalone_def14a.htm; Encore Capital
Group 2013 Proxy Statement,http://www.sec.gov/Archives/edgar/data/1084961/
000119312513175622/d487991ddef14a.htm
/2/ Joann S. Lublin and Jonathan D. Rockoff. "Drug Companies Expand Powers to
Recoup Pay." Wall Street Journal 3 April 2013. http://online.wsj.com/article/
SB10001424127887323646604578400912618817612.html