Business Context and Reporting Period
This Form 8-K filing by McKesson Corporation reports the results of the 2018 Annual Meeting of Stockholders held on July 25, 2018. The document details the voting outcomes for seven specific items submitted to security holders.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is limited to corporate governance voting results.
Material Changes
There are no material financial changes reported in this filing. The primary events are the ratification of the independent auditor and the election of the Board of Directors.
Outlook, Risks, and Voting Results
The following outcomes were certified by the Inspector of Election:
- Director Elections: All nine nominees (N. Anthony Coles, John H. Hammergren, M. Christine Jacobs, Donald R. Knauss, Marie L. Knowles, Bradley E. Lerman, Edward A. Mueller, and Susan R. Salka) were elected. Each received a majority of votes cast "for" versus "against."
- Auditor Ratification: Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2019.
- Executive Compensation: The advisory proposal to approve the compensation of named executive officers was approved.
- Stockholder Proposals: Four stockholder-submitted proposals were rejected:
- Disclosure of lobbying activities and expenditures.
- Accelerated vesting of equity awards.
- Policy to use GAAP financial metrics for executive compensation.
- Ownership threshold for calling special meetings of shareholders.
Investor Verification Checklist
- Verify the specific vote counts for director Marie L. Knowles, who received the highest number of "Against" votes (20,388,439) among the nominees.
- Confirm the details of the rejected stockholder proposals in the Definitive Proxy Statement filed on June 15, 2018.
- Note that broker non-votes (16,775,861) had no effect on the election of directors but were disregarded for other proposals requiring a majority of shares present.