McKesson Board Adopts Proxy Access By-law Amendment

(RTTNews) - McKesson Corp. (MCK) announced that its board has adopted a proxy access by-law amendment, subject to shareholder approval at the company's 2015 annual meeting. The amendment to the company's by-laws will become effective immediately 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. In 2014, in response to shareholder feedback and the Board's continuing evaluation of governance best practices, McKesson announced plans to submit a proxy access proposal at the 2015 annual meeting, and the Board's action carries out those plans.

If approved by McKesson's shareholders, the by-law amendment would specify a three-percent/three-year holding requirement for eligibility and state that an eligible shareholder or group of shareholders who complies with the specified procedural and disclosure requirements could include shareholder-nominated director candidates in McKesson's proxy materials to fill up to 20 percent of the available board seats.

In diligently exercising its oversight responsibilities with respect to the company's business and affairs, the Board has, in roughly the past year, made additional enhancements to McKesson's corporate governance practices to better align the interests of McKesson and its investors, including: Added three new independent directors to the Board to ensure strong Board refreshment; Reelected Mr. Edward A. Mueller as Lead Independent Director for another two-year term, subject to his continuing reelection as a director and status as an independent director; Expanded our shareholder engagement efforts as part of the Board's continuing efforts to identify key governance concerns of our shareholders.