Business Context and Reporting Period
Company: McKesson Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: January 30, 2013
Reporting Period: Specific corporate governance events occurring on January 30, 2013.
Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The filing reports two material changes to corporate governance structures adopted by the Board of Directors:
- By-Law Amendments: Adoption of amendments to the Amended and Restated By-Laws, subject to stockholder approval at the 2013 Annual Meeting (scheduled for July 31, 2013). These amendments grant stockholders holding at least a 25% net long position for one year the right to call a special meeting of stockholders.
- Corporate Governance Guidelines: Immediate adoption of amendments replacing the "Presiding Director" role with a "Lead Independent Director."
Guidance, Outlook, and Management Commentary
Lead Independent Director Role:
- Effective immediately, if the Chairman of the Board is not independent, a Lead Independent Director will be elected by a majority of independent directors commencing with the first Board meeting after the 2013 Annual Meeting.
- Duties: Preside at meetings where the Chairman is absent, serve as liaison between the Chairman and independent directors, approve information and agendas, and be available for consultation with major stockholders.
- Term: Two-year term, subject to resignation, loss of independence, or removal by a majority vote of independent directors.
- The By-Law Amendments include timing and procedural mechanisms intended to prevent abuse and avoid the costs/distractions of multiple meetings in a short timeframe.
- The By-Law Amendments are contingent upon approval by stockholders at the 2013 Annual Meeting.
Key Facts for Investor Verification
- Verify the outcome of the stockholder vote on the By-Law Amendments at the July 31, 2013 Annual Meeting.
- Confirm the independence status of the Chairman of the Board to determine if a Lead Independent Director will be elected.
- Review the full text of the Amended and Restated By-Laws (Exhibit 99.1) for specific timing restrictions on calling special meetings.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial data.