Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 28, 2024

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, TX 75039

(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; Election of Director

On May 31, 2024, the Board of Directors (“Board”) of McKesson Corporation (“Corporation”) elected Deborah Dunsire, M.D. as a director of the Corporation and appointed her to the Board’s Compensation and Talent Committee and Finance Committee, effective June 3, 2024.

Dr. Dunsire joins the Board with over 30 years of experience leading organizations in the biopharmaceutical, oncology and other specialty industries. Most recently, from 2018 to 2023, she served as president and chief executive officer of H. Lundbeck A/S, a biopharmaceutical company specializing in developing and delivering transformative therapies for brain diseases. Prior to that, she held executive leadership roles for several pharmaceutical companies including XTuit Pharmaceuticals, FORUM Pharmaceuticals, Millennium: The Takeda Oncology Company and Millennium Pharmaceuticals. Dr. Dunsire started her career as a primary care physician in Johannesburg, South Africa and received her medical degree from the University of Witwatersrand in Johannesburg, South Africa.

In connection with her service as a non-employee director, Dr. Dunsire will be indemnified and compensated in accordance with the Corporation’s standard indemnification and compensation policies and practices for non-employee directors of the Board as described in the Corporation’s Proxy Statement for its 2023 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on June 9, 2023.

Linda Mantia and Susan R. Salka will not be standing for re-election at the Corporation’s 2024 annual meeting of shareholders (“Annual Meeting”), and their terms will expire effective at the Annual Meeting.


Item 7.01			Regulation FD Disclosure.

On June 3, 2024, the Corporation 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 election of Dr. Dunsire to the Board and that Mses. Mantia and Salka will not be standing for re-election at the Annual Meeting. 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.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.						Description

99.1						News release issued by McKesson Corporation on June 3, 2024
104						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.

Date: June 3, 2024



McKesson Corporation

	By:	/s/ Michele Lau
		Michele Lau
		Executive Vice President and Chief Legal Officer

Exhibit 99.1

McKesson’s Board of Directors Elects Deborah Dunsire as New Director

IRVING, Texas, June 3, 2024 – – McKesson Corporation (NYSE: MCK) announced today that the McKesson board of directors has elected Dr. Deborah Dunsire as a director and member of the Compensation and Talent Committee and Finance Committee, effective June 3, 2024.

“We’re pleased to welcome Deborah to the McKesson board,” said Donald Knauss, McKesson’s independent board chair. “She is a highly respected healthcare industry leader with a proven track record of leading large, complex organizations as both a CEO and a board member. Her unique perspective, clinical background and expertise within the pharmaceutical and oncology arenas will add great value to McKesson and its purpose of Advancing Health Outcomes for All®."

Dr. Dunsire joins the board with over 30 years of experience leading large, matrixed organizations in the biopharmaceutical, oncology and other specialty industries. Most recently, she retired from her role as president and chief executive officer of H. Lundbeck A/S, a biopharmaceutical company specializing in developing and delivering transformative therapies for brain diseases. Prior to that, she held executive leadership roles for several pharmaceutical companies including XTuit Pharmaceuticals, FORUM Pharmaceuticals, Millennium: The Takeda Oncology Company and Millennium Pharmaceuticals. Dr. Dunsire started her career as a primary care physician in Johannesburg, South Africa.

Dr. Dunsire currently serves on the boards of directors of Syros Pharmaceuticals, Inc. and Ultragenyx Pharmaceutical Inc. She received her medical degree from the University of Witwatersrand in Johannesburg, South Africa.

Board members Linda Mantia, who is no longer independent, and Susan Salka, who has served on the board for almost ten years, will not be standing for re-election at the 2024 Annual Meeting of Shareholders. Upon the election of all proposed director nominees at the Annual Meeting, the size of the board will be reduced to 11 members, 10 of whom are independent.

Mr. Knauss stated, “We want to thank Linda and Susan for their leadership and dedicated service to the McKesson board and our shareholders. We appreciate the significant contributions they have made over the years, including their service as committee chairs, and wish them all the best in the future.”

About McKesson Corporation

McKesson Corporation is a diversified healthcare services leader dedicated to advancing health outcomes for patients everywhere. Our teams partner with biopharma companies, care providers, pharmacies, manufacturers, governments, and others to deliver insights, products and services to help make quality care more accessible and affordable. Learn more about how McKesson is impacting virtually every aspect of healthcare at McKesson.com and read Our Stories.

CONTACTS:

Exhibit 99.1

Rachel Rodriguez, 469-260-0556 (Investors)

Rachel.Rodriguez@McKesson.com

Media Relations

MediaRelations@McKesson.com

Cover Page	May 28, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 28, 2024
Entity Registrant Name	McKESSON CORPORATION
Entity Central Index Key	0000927653
Entity File Number	1-13252
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3207296
Entity Address, Address Line One	6555 State Hwy 161
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	972
Local Phone Number	446-4800
Written Communications	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Common Stock [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	MCK
1.500% Notes Due 2025 [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	1.500% Notes due 2025
Trading Symbol	MCK25
1.625% Notes Due 2026 [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	1.625% Notes due 2026
Trading Symbol	MCK26
3.125% Notes Due 2029 [Member]
Entity Information [Line Items]
Security Exchange Name	NYSE
Title of 12(b) Security	3.125% Notes due 2029
Trading Symbol	MCK29