Item 5.07 Submission of Matters to a Vote of Security Holders OnJuly 23, 2021 , the following items were voted on at the 2021 Annual Shareholders Meeting ("Annual Meeting") ofMcKesson Corporation ("Company"). The shareholder votes on each item, as certified by the Inspector of Election, are shown below. Item 1. The Board of Directors' nominees for nine directors, as listed in Company's definitive proxy statement filed with theU.S. Securities and Exchange Commission onJune 8, 2021 ("Proxy Statement"), were all elected to serve as directors. The votes were as follows:1 Director Nominee Votes For Votes Against Abstentions Broker Non-Votes Dominic J. Caruso 123,357,449 1,054,729 328,870 12,183,114 Donald R. Knauss 123,494,716 911,432 334,900 12,183,114 Bradley E. Lerman 123,408,037 1,003,597 329,414 12,183,114 Linda P. Mantia 123,868,639 560,786 311,623 12,183,114 Maria Martinez 123,515,621 916,474 308,953 12,183,114 Edward A. Mueller 120,292,508 4,115,608 332,932 12,183,114 Susan R. Salka 122,844,908 1,533,927 362,213 12,183,114 Brian S. Tyler 120,329,842 4,083,992 327,214 12,183,114 Kenneth E. Washington 123,896,544 512,249 332,255 12,183,114 Item 2. The appointment ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year endingMarch 31, 2022 was ratified, having received the following votes:2
Votes For Votes Against Abstentions Broker Non-Votes
129,314,180 7,386,138 223,844 - 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 111,683,244 12,582,546 475,258 12,183,114
Item 4. The shareholder-submitted proposal on action by written consent of shareholders was not approved, having received the following votes:2
Votes For Votes Against Abstentions Broker Non-Votes
50,659,247 73,573,645 508,156 12,183,114
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 stockholder action.
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 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.
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Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File - the cover page
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