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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 27, 2011
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 |
| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| incorporation) |
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| McKesson Plaza, One Post Street, San Francisco, California
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94104 |
| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 21, 2011, the Board of Directors of McKesson Corporation (the “Company”) approved
amendments to the Company’s Amended and Restated By-Laws, subject to approval by the Company’s
stockholders of certain amendments to the Company’s Amended and Restated Certificate of
Incorporation, which are referenced under Item 8.01 of this Current Report on Form 8-K. The newly
Amended and Restated By-Laws of the Company (the “New Amended and Restated By-Laws”) became
effective on July 27, 2011 upon the effectiveness of the newly Amended and Restated Certificate of
Incorporation (the “New Amended and Restated Charter”).
The New Amended and Restated By-Laws (i) reduce the vote required to adopt, alter or repeal
the By-Laws from three-fourths to a majority of the shares of the Company outstanding and entitled
to vote, (ii) make technical clarifications to the majority voting standard that applies in the
absence of a different standard under law, the Certificate of Incorporation or the By-Laws, and
(iii) remove a transitional provision related to the classified board structure eliminated in 2007.
This description of the New Amended and Restated By-Laws does not purport to be complete and is
qualified in its entirety by reference to the full text of the New Amended and Restated By-Laws,
attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference into this
Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)-(b) The following ten items were voted on at the Company’s Annual Meeting of Stockholders
on July 27, 2011 (the “2011 Annual Meeting”), and the stockholder votes on each such matter, as
certified by the Inspector of Election, are set forth below. Each of the items below is described in further detail in the Company’s definitive proxy statement
for the 2011 Annual Meeting filed with the U.S. Securities and Exchange Commission on June 20, 2011
(the “Definitive Proxy Statement’). Other than the ten items addressed below and described in the
Definitive Proxy Statement, no other item was submitted at the 2011 Annual Meeting for stockholder
action.
Item 1. The Board of Directors’ nominees for directors as listed in the Definitive
Proxy Statement were each elected to serve a one-year term. The votes were as follows: †
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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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Andy D. Bryant |
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194,793,662 |
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1,287,353 |
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270,358 |
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17,256,074 |
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Wayne A. Budd |
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194,676,994 |
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1,340,483 |
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333,896 |
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17,256,074 |
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John H. Hammergren |
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191,228,870 |
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4,962,395 |
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160,108 |
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17,256,074 |
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Alton F. Irby III |
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168,649,407 |
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27,366,025 |
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335,941 |
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17,256,074 |
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M. Christine Jacobs |
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169,017,717 |
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27,050,695 |
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282,961 |
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17,256,074 |
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Marie L. Knowles |
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194,803,339 |
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1,264,305 |
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283,729 |
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17,256,074 |
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David M. Lawrence, M.D. |
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169,200,305 |
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26,901,756 |
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249,312 |
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17,256,074 |
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Edward A. Mueller |
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169,136,687 |
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26,944,145 |
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270,541 |
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17,256,074 |
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Jane E. Shaw, Ph.D. |
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193,397,957 |
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2,671,610 |
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281,806 |
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17,256,074 |
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Item 2. The appointment of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for the fiscal year ending March 31, 2012 was ratified, having
received the following votes: ††
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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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209,958,380 |
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2,941,035 |
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708,032 |
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0 |
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Item 3. The proposal to approve, on an advisory basis, the compensation of the
Company’s named executive officers was approved, having received the following votes: ††
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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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136,799,211 |
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59,102,590 |
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449,572 |
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17,256,074 |
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Item 4. The proposal for stockholders to vote, on an advisory basis, on the frequency
of the advisory vote on executive compensation received the following votes: †††
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1 Year |
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180,453,641 |
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2 Years |
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594,873 |
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3 Years |
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15,016,321 |
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Abstentions |
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286,538 |
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Broker Non-Votes |
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17,256,074 |
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Item 5. The amendment to the Certificate of Incorporation to reduce the vote required
to amend the Certificate of Incorporation in any manner that will adversely affect holders of
Series A Junior Participating Preferred Stock was approved, having received the following votes:
††††
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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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194,755,360 |
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1,218,326 |
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377,687 |
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17,256,074 |
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Item 6. The proposal to amend the Certificate of Incorporation to reduce the vote
required to adopt, alter or repeal any By-Law was approved, having received the following
votes: ††††
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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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210,609,608 |
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2,470,642 |
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527,197 |
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0 |
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Item 7. The proposal to amend the Certificate of Incorporation to eliminate the supermajority
voting requirements, and associated “fair price” provision, applicable to certain business
combinations was approved, having received the following votes: ††††
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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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210,117,853 |
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2,901,594 |
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588,000 |
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0 |
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Item 8. The proposal to amend the Certificate of Incorporation to remove a transitional
provision related to the classified board structure eliminated in 2007 was approved, having
received the following votes: ††††
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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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194,764,520 |
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1,129,190 |
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457,663 |
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17,256,074 |
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Item 9. The proposal to amend the Certificate of Incorporation to conform the “Interested
Transactions” provisions and the stockholder action provision to applicable law was approved,
having received the following votes: ††††
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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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194,729,024 |
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1,177,738 |
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444,611 |
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17,256,074 |
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Item 10. The stockholder-submitted proposal on significant executive stock retention
for two years beyond retirement was not approved, having received the following votes: ††
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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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42,808,517 |
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152,025,409 |
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1,517,477 |
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17,256,074 |
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† 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.
†† Approval of this proposal 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 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.
††† The frequency that received the highest number of votes cast constitutes the advisory
recommendation of the stockholders. Abstentions and broker non-votes were required to be
disregarded and had no effect on the vote results.
†††† Approval of this proposal required the affirmative vote of a majority of the shares
outstanding as of the record date. Abstentions 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.
(d) Based on the results of the stockholder votes on proxy Item 4 above, and as recommended by the
Company’s Board of Directors, the Company has determined that an advisory vote on executive
compensation will be submitted to stockholders on an annual basis until the next required advisory
vote on the frequency of stockholder votes on executive compensation.
Item 8.01 Other Events.
On March 21, 2011, the Board of Directors of the Company approved certain amendments to
the Company’s Amended and Restated Certificate of Incorporation, subject to approval by the
Company’s stockholders. On July 27, 2011, the Company’s stockholders approved these amendments.
The New Amended and Restated Charter became effective July 27,
2011 upon the filing thereof with
the Delaware Secretary of State. The amended provisions of the New Amended and Restated Charter
are briefly described in Item 5.07 above (proxy Items 5 through 9). These amended provisions are
more fully described in the Definitive Proxy Statement. These descriptions of the New Amended and
Restated Charter do not purport to be complete and are qualified in their entirety by reference to
the full text of the New Amended and Restated Charter, attached as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
3.1
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Amended and Restated Certificate of Incorporation of the Company, as
filed with the Delaware Secretary of State on July 27, 2011. |
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3.2
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Amended and Restated By-Laws of the Company, as amended July 27, 2011. |
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.
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| Date: August 2, 2011 |
McKesson Corporation
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By: |
/s/ Laureen E. Seeger
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Laureen E. Seeger |
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Executive Vice President, General Counsel and
Chief Compliance Officer |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
3.1
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Amended and Restated Certificate of Incorporation of the Company, as
filed with the Delaware Secretary of State on July 27, 2011. |
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3.2
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Amended and Restated By-Laws of the Company, as amended July 27, 2011. |