McKesson to Submit Proxy Access By-law Amendment for Shareholder Approval at 2015 Annual Meeting

  McKesson to Submit Proxy Access By-law Amendment for Shareholder Approval at
  2015 Annual Meeting

   Change underscores McKesson’s commitment to industry-leading governance
                                  practices

Business Wire

SAN FRANCISCO -- June 17, 2014

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.

Contact:

McKesson Corporation
Investors and Financial Media:
Erin Lampert, +1 415-983-8391
Erin.Lampert@McKesson.com
or
General and Business Media:
Kris Fortner, +1 415-983-8352
Kris.Fortner@McKesson.com
 
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