McKesson Corporation

02/08/2024 | Press release | Distributed by Public on 03/08/2024 03:56

Submission of Matters to a Vote of Security Holders Form 8 K

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.