Item 5.07 Submission of Matters to a Vote of Security Holders
OnJuly 22, 2022 ,McKesson Corporation ("Company") held its Annual Shareholders Meeting ("Annual Meeting"). Shown below are the results of the shareholders' vote, as certified by the Inspector of Election, on each of the items of business described in Company's definitive proxy statement filed with theU.S. Securities and Exchange Commission onJune 9, 2022 ("Proxy Statement"). 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. Item 1. Each of the following individuals nominated by the Board of Directors ("Board") was elected to serve as a director, having received the following votes:1 Director Nominee Votes For Votes Against Abstentions Broker Non-Votes Richard H. Carmona, M.D. 114,892,608 2,103,897 207,460 9,992,960 Dominic J. Caruso 115,127,495 1,745,525 330,945 9,992,960 W. Roy Dunbar 115,827,394 1,062,109 314,462 9,992,960 James H. Hinton 116,561,984 328,947 313,034 9,992,960 Donald R. Knauss 115,516,877 1,377,110 309,978 9,992,960 Bradley E. Lerman 115,509,502 1,385,133 309,330 9,992,960 Linda P. Mantia 113,980,758 2,925,114 298,093 9,992,960 Maria Martinez 112,643,519 4,254,062 306,384 9,992,960 Susan R. Salka 115,626,290 1,270,037 307,638 9,992,960 Brian S. Tyler 113,749,122 3,122,375 332,468 9,992,960 Kathleen Wilson-Thompson 116,630,758 262,557 310,650 9,992,960 Item 2. The appointment ofDeloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year endingMarch 31, 2023 was ratified, having received the following votes:2
Votes For Votes Against Abstentions Broker Non-Votes
119,359,392 7,235,617 601,916 - 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 104,716,045 11,952,227 535,693 9,992,960 Item 4. The Company's 2022 Stock Plan was approved, having received the following votes:2 Votes For Votes Against Abstentions Broker Non-Votes 110,473,315 6,263,325 467,325 9,992,960
Item 5. The amendment to the Company's 2000 Employee Stock Purchase Plan was approved, having received the following votes:2
Votes For Votes Against Abstentions Broker Non-Votes
115,885,195 935,277 383,493 9,992,960
Item 6. The shareholder-submitted proposal to reduce the ownership threshold required to call a special meeting of shareholders was not approved, having received the following votes:2
Votes For Votes Against Abstentions Broker Non-Votes 43,263,761 73,445,910 494,294 9,992,960
--------------------------------------------------------------------------------
Item 7. The shareholder-submitted proposal recommending that the Board adopt a policy to require Form 8-K disclosure by the Company when its section 16 insiders adopt, modify or cancel a Rule 10b5-1 trading plan was not approved, having received the following votes:2
Votes For Votes Against Abstentions Broker Non-Votes
57,829,800 58,891,585 482,580 9,992,960
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.
--------------------------------------------------------------------------------
© Edgar Online, source