McKesson Corporation (NYSE: MCK) today announced that it intends to
submit a proxy access by-law amendment to a vote of shareholders at the
company’s 2015 annual meeting. The amendment to the company’s by-laws
will become effective if approved by shareholders.
Proxy access allows eligible shareholders to place their own director
nominees on the company’s proxy card, along with the candidates
nominated by the company’s Board of Directors. The anticipated by-law
amendment, if approved by McKesson’s shareholders, would specify a
three-percent/three-year holding requirement for eligibility. It would
further provide that an individual or group of shareholders who meets
the eligibility threshold, and who complies with specified procedural
and disclosure requirements, could include in McKesson’s proxy materials
shareholder-nominated director candidates to fill up to 20 percent of
the available board seats.
“McKesson’s plan to seek shareholder approval of a proxy access by-law
amendment at the 2015 annual meeting puts us at the forefront of
corporate governance best practices,” said John H. Hammergren, chairman
and chief executive officer. “Because the views of our shareholders are
extremely important to us, we continually evaluate the feedback we
receive and are committed to maintaining industry-leading governance
practices.”
McKesson’s Board of Directors diligently exercises its oversight
responsibilities with respect to the company’s business and affairs. At
least annually, the Board and its committees review the company’s
organizational documents, current corporate governance practices, the
corporate governance environment and current trends. The Board continues
to review McKesson’s corporate governance practices in response to
shareholder input to better align the interests of McKesson and its
investors.
This change builds on a series of modifications to corporate governance
policies over the past several years in response to shareholder
feedback. These modifications include declassifying the Board and
adopting majority voting for the election of directors, eliminating
supermajority voting provisions from our by-laws, empowering
shareholders to call a special meeting, and establishing a lead
independent director with a robust set of industry-leading duties and
powers. These actions demonstrate our Board’s continuing commitment to
strong, shareholder-focused, contemporary corporate governance practices
that we believe are consistent with our goal of creating long-term,
sustainable value for McKesson’s shareholders.
Additional details on these and other important modifications to
McKesson’s corporate governance policies will be available in the proxy
materials that will be distributed to shareholders later this month.
About McKesson Corporation
McKesson Corporation, currently ranked 15th on the FORTUNE 500, is a
healthcare services and information technology company dedicated to
making the business of healthcare run better. McKesson partners with
payers, hospitals, physician offices, pharmacies, pharmaceutical
companies and others across the spectrum of care to build healthier
organizations that deliver better care to patients in every setting.
McKesson helps its customers improve their financial, operational, and
clinical performance with solutions that include pharmaceutical and
medical-surgical supply management, healthcare information technology,
and business and clinical services. For more information, visit www.mckesson.com.
Copyright Business Wire 2014