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): March 27, 2012

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)

(415) 983-8300

(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:

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2012, John H. Hammergren, Chairman, President and Chief Executive Officer of McKesson Corporation (the “Company”), delivered to Alton F. Irby III, Chairman of the Company’s Compensation Committee of the Board of Directors (the “Compensation Committee”), a letter pursuant to which he relinquished certain of his rights set forth in his employment agreement, as amended through November 1, 2008 (the “Employment Agreement”). On behalf of the Compensation Committee, the letter was accepted and acknowledged by Mr. Irby.

Effective March 27, 2012, Mr. Hammergren relinquished his right to a change in control-related excise tax gross-up payment and his right to have a change in control-related cash severance calculated as 2.99 times his “base amount” (as defined under Section 280G of the Internal Revenue Code of 1986, as amended). A copy of the letter delivered to Mr. Irby by Mr. Hammergren is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Letter relinquishing certain rights provided in the Employment Agreement, dated March 27, 2012.

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: April 2, 2012

McKesson Corporation
By:	/s/ Laureen E. Seeger
	Laureen E. Seeger
	Executive Vice President, General Counsel
	and Chief Compliance Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter relinquishing certain rights provided in the Employment Agreement, dated March 27, 2012.

EX-99.1

Exhibit 99.1

McKesson Corporation One Post Street San Francisco, CA 94104 Tel: 415-983-8300

March 27, 2012

Alton F. Irby III

Chairman, Compensation Committee of the Board of Directors

McKesson Corporation

One Post Street

San Francisco, California 94104

Dear Alton,

Further to my conversations with you, I believe it is in the best interests of McKesson Corporation (“McKesson”) and its stockholders that I relinquish certain aspects of my compensation arrangement that are part of my Employment Agreement with McKesson, as amended through November 1, 2008 (my “Employment Agreement”). Where capitalized terms are used in this letter, they have the meanings ascribed to them in my Employment Agreement.

Effective immediately, I relinquish my right under any and all circumstances to be paid any portion of the Gross-Up Payment.

Effective immediately, I relinquish my right under any and all circumstances to be paid the cash severance amount calculated under clause (x) of Section 8(c)(i) of my Employment Agreement. Accordingly, the amount of cash severance payment to which I may become entitled pursuant to Section 8(c) of my Employment Agreement, which governs the calculation of my cash severance payment if there is a qualifying termination of my employment in connection with a Change in Control, will be calculated solely by reference to Sections 8(b)(i)(A) and (B) of my Employment Agreement. All of the other provisions of Section 8(c), governing, for example, the circumstances triggering the payment of severance and the time and form of the payment, will remain unchanged.

I understand and agree that this letter will be publicly disclosed and filed, as required by law. I acknowledge the receipt of good and valuable consideration for my relinquishment of the rights set forth above. I further acknowledge that said consideration does not include any collateral agreements, promises, or representations by McKesson regarding my relinquishment of these rights under my Employment Agreement, the effect of my doing so, or any aspect of my continuing employment with McKesson.

I waive for all time the right, if any, to (i) claim that McKesson has breached my Employment Agreement or (ii) claim Good Reason for the termination of my employment under my Employment Agreement, in any case, based solely on my having executed and delivered this letter or the terms that are contained in it, or based on McKesson’s having accepted and agreed to the terms of this letter. I also agree that nothing in this letter is to be construed as an admission by McKesson that McKesson’s acceptance of this letter constitutes a breach of my Employment Agreement or Good Reason for the termination of my employment under my Employment Agreement.

I fully understand the terms of this letter and I have consulted with my own attorney during the preparation of this letter. I have also consulted with my own tax advisors regarding the tax implications, if any, of the modifications proposed by this letter.

Sincerely,

/s/ John H. Hammergren

John H. Hammergren

Chairman, President and Chief Executive Officer

ACCEPTED AND AGREED:

/s/ Alton F. Irby III

Alton F. Irby III

Chairman, Compensation Committee

ACKNOWLEDGED:

/s/ Jorge L. Figueredo

Jorge L. Figueredo

Executive Vice President,

Human Resources

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