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): June 17, 2014

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)	(IRS Employer Identification No.)

One Post Street, San Francisco, California	94104
(Address of principal executive offices)	(Zip Code)

Registrant’s 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:

¨ 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 7.01 Regulation FD Disclosure.

On June 17, 2014, McKesson Corporation (the “Company”) announced via press release that it intends to submit a proxy access by-law amendment to a vote of shareholders at the Company’s 2015 annual meeting. The amendment to the Company’s by-laws will become effective if approved by shareholders.

The information contained in this Form 8-K, 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, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by the Company dated June 17, 2014.

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: June 17, 2014	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	Press release issued by the Company dated June 17, 2014.

EX-99.1

Exhibit 99.1

McKesson to Submit Proxy Access By-law Amendment for Shareholder Approval at 2015 Annual Meeting

Change underscores McKesson’s commitment to industry-leading governance practices

SAN FRANCISCO, Calif., June 17, 2014 – McKesson Corporation (NYSE: MCK) today announced that it intends to submit a proxy access by-law amendment to a vote of shareholders at the company’s 2015 annual meeting. The amendment to the company’s by-laws will become effective if approved by shareholders.

Proxy access allows eligible shareholders to place their own director nominees on the company’s proxy card, along with the candidates nominated by the company’s Board of Directors. The anticipated by-law amendment, if approved by McKesson’s shareholders, would specify a three-percent/three-year holding requirement for eligibility. It would further provide that an individual or group of shareholders who meets the eligibility threshold, and who complies with specified procedural and disclosure requirements, could include in McKesson’s proxy materials shareholder-nominated director candidates to fill up to 20 percent of the available board seats.

“McKesson’s plan to seek shareholder approval of a proxy access by-law amendment at the 2015 annual meeting puts us at the forefront of corporate governance best practices,” said John H. Hammergren, chairman and chief executive officer. “Because the views of our shareholders are extremely important to us, we continually evaluate the feedback we receive and are committed to maintaining industry-leading governance practices.”

McKesson’s Board of Directors diligently exercises its oversight responsibilities with respect to the company’s business and affairs. At least annually, the Board and its committees review the company’s organizational documents, current corporate governance practices, the corporate governance environment and current trends. The Board continues to review McKesson’s corporate governance practices in response to shareholder input to better align the interests of McKesson and its investors.

This change builds on a series of modifications to corporate governance policies over the past several years in response to shareholder feedback. These modifications include declassifying the Board and adopting majority voting for the election of directors, eliminating supermajority voting provisions from our by-laws, empowering shareholders to call a special meeting, and establishing a lead independent director with a robust set of industry-leading duties and powers. These actions demonstrate our Board’s continuing commitment to strong, shareholder-focused, contemporary corporate governance practices that we believe are consistent with our goal of creating long-term, sustainable value for McKesson’s shareholders.

Additional detail on these and other important modifications to McKesson’s corporate governance policies will be available in the proxy materials that will be distributed to shareholders later this month.

About McKesson Corporation

McKesson Corporation, currently ranked 15th on the FORTUNE 500, is a healthcare services and information technology company dedicated to making the business of healthcare run better. McKesson partners with payers, hospitals, physician offices, pharmacies, pharmaceutical companies and others across the spectrum of care to build healthier organizations that deliver better care to patients in every setting. McKesson helps its customers improve their financial, operational, and clinical performance with solutions that include pharmaceutical and medical-surgical supply management, healthcare information technology, and business and clinical services. For more information, visit www.mckesson.com.

Contact:

Investors and Financial Media:

Erin Lampert, +1 415-983-8391

Erin.Lampert@McKesson.com

General and Business Media:

Kris Fortner, +1 415-983-8352

Kris.Fortner@McKesson.com