Business Context and Reporting Period
Company: McKesson Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: May 22, 2013
Subject: Regulation FD Disclosure regarding the election of a Lead Independent Director.
Financial Metrics
This filing does not contain financial data. Revenue, profit, cash flow, margins, debt, and liquidity metrics are not reported in this document.
Material Changes
The filing reports a material change in corporate governance structure:
- Governance Amendment: The Board previously amended Corporate Governance Guidelines (announced February 6, 2013) to replace the presiding director role with a lead independent director.
- Director Election: On May 22, 2013, the Board elected Edward A. Mueller as the first Lead Independent Director.
- Term Details: The term is for two years, effective July 31, 2013, subject to continued re-election as a director.
Management Commentary and Risks
Management Commentary: The Board undertook this initiative based on stockholder feedback and a commitment to continuous monitoring of sound governance practices.
Biographical Context: Mr. Mueller has served as a director since April 2008 and sits on the Committee on Directors and Corporate Governance and the Compensation Committee. His prior executive experience includes CEO roles at Qwest Communications International Inc., Williams-Sonoma, Inc., and Ameritech Corporation.
Risks and Contingencies: No specific financial risks or contingencies are disclosed in this filing.
Key Facts for Investor Verification
- Edward A. Mueller was elected Lead Independent Director effective July 31, 2013.
- The role replaces the previous "presiding director" position.
- The appointment is contingent upon Mr. Mueller's continued re-election as a director.
- Mr. Mueller brings prior CEO experience from Qwest Communications, Williams-Sonoma, and Ameritech.