MCK shareholders re-elect board, approve say-on-pay with 92% support

McKesson Corporation (NYSE: MCK) filed an 8-K summarizing the 30 July 2025 Annual Meeting results (Item 5.07).

Rhea-AI Filing Summary

McKesson Corporation (NYSE: MCK) filed an 8-K summarizing the 30 July 2025 Annual Meeting results (Item 5.07).

• All 12 director nominees were re-elected; support exceeded 95% of votes cast, with only ~0.9-4.7 m "against" votes and 10.3 m broker non-votes per nominee.
• Shareholders ratified Deloitte & Touche LLP as independent auditor for FY 2026 by a 92% majority (102.2 m for / 8.6 m against / 0.1 m abstain).
• The advisory say-on-pay proposal also passed with ~92% approval (91.8 m for / 8.0 m against / 0.8 m abstain).

No additional business, strategic announcements or financial guidance were disclosed. The outcome signals continued investor confidence in board composition, executive pay and audit oversight but carries limited immediate valuation impact.

Positive

• All 12 board nominees re-elected, each receiving over 95% of votes cast, reinforcing board stability.
• Deloitte & Touche LLP ratified as auditor with 92% support, ensuring continuity in financial oversight.
• Say-on-pay passed with ~92% approval, lowering near-term governance or compensation activism risk.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; directors, auditor and pay plan all secured ~92% support—signals stability, not a value catalyst.

Shareholder backing across all three items was comfortably above typical 90% governance thresholds, indicating low dissent and stable board legitimacy. No contested slate, activism or auditor rotation risks emerged. Because the matters are advisory or routine, the filing does not alter earnings outlook, leverage profile or strategic trajectory; therefore market impact should be neutral. Continued auditor tenure may imply audit continuity, while strong say-on-pay approval reduces short-term compensation controversy risk.

Portfolio Manager

TL;DR: Governance box checked; nothing in the 8-K warrants portfolio repositioning.

High approval rates confirm institutional alignment with management, which is constructive but already priced in. No dividend, guidance or transactional updates were provided, so expected cash-flow and valuation models remain unchanged. I classify the event as non-impactful for position sizing or risk budgeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did McKesson (MCK) shareholders vote on at the 2025 Annual Meeting?

They elected 12 directors, ratified Deloitte & Touche as auditor and approved executive compensation on an advisory basis.

How strong was shareholder support for McKesson's board nominees?

Support exceeded 95% for every nominee, with minimal opposition and 10.3 m broker non-votes.

Was McKesson's say-on-pay proposal approved?

Yes. It received 91.8 m votes for and 8.0 m against, or about 92% approval.

Did shareholders ratify McKesson’s auditor for FY 2026?

Yes. Deloitte & Touche LLP was ratified with 102.2 m votes for and 8.6 m against.

Are there any immediate financial implications from this 8-K filing?

No. The filing reports routine governance outcomes without earnings, guidance or transaction disclosures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/01/2025 - 08:54 AM EDT Learn about SEC filing dates

00009276538-K2025-07-30false00009276532025-07-302025-07-300000927653us-gaap:CommonStockMember2025-07-302025-07-300000927653mck:A1.500NotesDue2025Member2025-07-302025-07-300000927653mck:A1.625NotesDue2026Member2025-07-302025-07-300000927653mck:A3.125NotesDue2029Member2025-07-302025-07-30

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): July 30, 2025

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 5.07 Submission of Matters to a Vote of Security Holders

On July 30, 2025, McKesson Corporation (“Company”) held its Annual Meeting of Shareholders. Shown below are the final vote results on each of the items submitted to a vote and described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 20, 2025.

Item 1. Each of the following individuals nominated by the Board of Directors was elected to serve as a director, having received the following votes:1

Director Nominee						Votes For						Votes Against						Abstentions						Broker Non-Votes
Dominic J. Caruso						99,539,189						881,316						136,711						10,344,141
Lynne M. Doughtie						100,304,845						118,676						133,695						10,344,141
W. Roy Dunbar						97,858,108						2,559,731						139,377						10,344,141
Deborah Dunsire, M.D.						100,037,050						386,217						133,949						10,344,141
Julie L. Gerberding, M.D., M.P.H.						100,234,521						190,345						132,350						10,344,141
James H. Hinton						99,435,154						982,144						139,918						10,344,141
Donald R. Knauss						95,767,822						4,650,316						139,078						10,344,141
Bradley E. Lerman						98,302,502						2,117,813						136,901						10,344,141
Maria N. Martinez						94,262,045						6,103,436						191,735						10,344,141
Kevin M. Ozan						100,018,966						400,813						137,437						10,344,141
Brian S. Tyler						100,301,689						161,275						94,252						10,344,141
Kathleen Wilson-Thompson						98,138,663						2,285,359						133,194						10,344,141

Item 2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026 was ratified, having received the following votes:2

Votes For						Votes Against						Abstentions						Broker Non-Votes
102,163,028						8,593,072						145,257						—

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:3

Votes For						Votes Against						Abstentions						Broker Non-Votes
91,831,997						7,955,440						769,779						10,344,141

1			A nominee will be elected as a director if he or she receives a majority of votes cast (that is, the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee). Abstentions and broker non-votes will not count as votes cast and will have no effect on the outcome of the matter.
2			Approval requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. Shares represented by abstentions will have the effect of a vote against this proposal. Brokers can cast discretionary votes on this proposal.
3			Approval requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. Shares represented by abstentions will have the effect of a vote against this proposal. Broker non-votes with respect to this proposal will have no effect on the outcome of the matter.

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: August 1, 2025

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