Date of report (Date of earliest event reported): January 13, 2022
McKESSON CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
1-13252
94-3207296
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
6555 State Hwy 161
Irving, TX75039
(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 class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value
MCK
New York Stock Exchange
1.500% Notes due 2025
MCK25
New York Stock Exchange
1.625% Notes due 2026
MCK26
New York Stock Exchange
3.125% Notes due 2029
MCK29
New 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 13, 2022, the Board of Directors (“Board”) of McKesson Corporation (“Company”) elected James H. Hinton and Kathleen Wilson-Thompson as directors of the Corporation effective on January 13, 2022.
Mr. Hinton serves as an operating partner for the private equity firm Welsh, Carson, Anderson & Stone. Prior to that, he held the role of chief executive officer at Baylor Scott & White Health, the largest not-for-profit health system in Texas, and held a variety of roles with Presbyterian Healthcare Services, New Mexico’s largest non-profit healthcare provider, including president and chief executive officer.
Ms. Wilson-Thompson most-recently held the role of executive vice president and global chief human resources officer at Walgreens Boots Alliance. Prior to that, she held the role of senior vice president of global human resource at Kellogg Company. She serves on the boards of directors of Tesla, Inc. and Wolverine Worldwide.
The Company expects that the Board will appoint Mr. Hinton to the Compliance Committee and Governance Committee and Ms. Wilson-Thompson to the Compensation Committee and Governance Committee.
Mr. Hinton and Ms. Wilson-Thompson each will receive compensation in accordance with the Company’s standard compensatory arrangement for non-employee directors. Each will receive an annual cash retainer of $80,000, which will be prorated based on their election date. Each also will receive, effective February 7, 2022, restricted stock units (“RSUs”) under the Company’s 2013 Stock Plan in an amount that represents the annual equity award value granted to non-management directors after the Company's 2021 annual meeting of shareholders, prorated to January 13, 2022. The number of RSUs to be granted to each will be determined by dividing $94,191.78 by the closing price of the Company's common stock on February 7, 2022.
In addition, effective January 13, 2022, Mr. Hinton and Ms. Wilson-Thompson each will enter into the Company’s standard Indemnification Agreement for directors, which provides for indemnification to the fullest extent permitted by Delaware law.
Item 7.01
Regulation FD Disclosure.
On January 18, 2022, the Company issued and posted on its website (https://www.mckesson.com/About-McKesson/Newsroom/Press-Releases/ and https://investor.mckesson.com/news/default.aspx) a news release announcing the elections of Mr. Hinton and Ms. Wilson-Thompson to the Board. A copy of that news release is attached hereto as Exhibit 99.1.
The information contained in this item, including Exhibit 99.1, is furnished to the Commission, but shall not be deemed “filed” with the Commission for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as expressly stated in any such filing.
Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
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.
