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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 31, 2024
mckessonlogoa04.jpg
McKESSON CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware1-1325294-3207296
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
6555 State Hwy 161
Irving, TX 75039
(Address of Principal Executive Offices, and Zip Code)
(972) 446-4800
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 (see General Instruction A.2. below):
☐Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Common stock, $0.01 par valueMCKNew York Stock Exchange
1.500% Notes due 2025MCK25New York Stock Exchange
1.625% Notes due 2026MCK26New York Stock Exchange
3.125% Notes due 2029MCK29New York Stock Exchange
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, 2024, McKesson Corporation (“Company”) held its Annual Shareholders’ Meeting (“Annual Meeting”). Shown below are the results of the shareholders’ vote, as certified by the Inspector of Election, on each of the items of business described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 21, 2024 (“Proxy Statement”). 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 shareholder action.
Item 1. Each of the following individuals nominated by the Board of Directors (“Board”) was elected to serve as a director, having received the following votes:1
Director Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Richard H. Carmona, M.D.
102,889,690
1,301,134
226,747
10,430,364
Dominic J. Caruso
102,722,526
1,460,819
234,226
10,430,364
W. Roy Dunbar
96,615,390
7,469,486
332,695
10,430,364
Deborah Dunsire, M.D.
103,610,817
582,591
224,163
10,430,364
James H. Hinton
102,923,389
1,258,717
235,465
10,430,364
Donald R. Knauss
94,231,913
9,862,899
322,759
10,430,364
Bradley E. Lerman
102,939,946
1,235,297
242,328
10,430,364
Maria N. Martinez
94,460,082
9,735,942
221,547
10,430,364
Kevin M. Ozan
103,237,409
933,809
246,353
10,430,364
Brian S. Tyler
103,434,980
771,316
211,275
10,430,364
Kathleen Wilson-Thompson
98,325,321
5,868,018
224,232
10,430,364
Item 2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025 was ratified, having received the following votes:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
107,225,689
7,429,611
192,635
—
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:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
93,564,597
10,051,796
801,178
10,430,364
Item 4. The proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for officer exculpation was approved, having received the following votes.3
Votes For
Votes Against
Abstentions
Broker Non-Votes
87,861,330
16,200,963
355,278
10,430,364
Item 5. The shareholder-submitted proposal regarding an independent chairman of the Board was not approved, having received the following votes:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
25,199,445
78,587,552
630,574
10,430,364
Item 6. The shareholder-submitted proposal requesting a report on the risks of state policies restricting reproductive health care was not approved, having received the following votes:2
Votes For
Votes Against
Abstentions
Broker Non-Votes
17,590,542
84,778,847
2,048,182
10,430,364


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 voting power 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.
3
Approval of this proposal required the affirmative vote of a majority of the voting power of the outstanding shares entitled to vote on the proposal. Therefore, abstentions and broker non-votes had the same effect as a vote against the proposal.



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, 2024
 
McKesson Corporation
By:/s/ Michele Lau
 Michele Lau
 Executive Vice President and Chief Legal
 Officer


v3.24.2.u1
Cover Page
Jul. 31, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 31, 2024
Entity Registrant Name McKESSON CORPORATION
Entity Central Index Key 0000927653
Entity File Number 1-13252
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 94-3207296
Entity Address, Address Line One 6555 State Hwy 161
Entity Address, City or Town Irving
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75039
City Area Code 972
Local Phone Number 446-4800
Written Communications false
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Common Stock [Member]  
Entity Information [Line Items]  
Security Exchange Name NYSE
Title of 12(b) Security Common stock, $0.01 par value
Trading Symbol MCK
1.500% Notes Due 2025 [Member]  
Entity Information [Line Items]  
Security Exchange Name NYSE
Title of 12(b) Security 1.500% Notes due 2025
Trading Symbol MCK25
1.625% Notes Due 2026 [Member]  
Entity Information [Line Items]  
Security Exchange Name NYSE
Title of 12(b) Security 1.625% Notes due 2026
Trading Symbol MCK26
3.125% Notes Due 2029 [Member]  
Entity Information [Line Items]  
Security Exchange Name NYSE
Title of 12(b) Security 3.125% Notes due 2029
Trading Symbol MCK29
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