McKesson (NYSE: MCK) investors approve directors, auditor and pay
Rhea-AI Filing Summary
McKesson Corporation held its Annual Meeting of Shareholders on July 22, 2026. Shareholders elected 11 director nominees, including Dominic J. Caruso (93,233,995 votes for, 1,284,036 against) and Kathleen Wilson-Thompson (94,095,670 for, 434,360 against), with additional broker non-votes reported for each nominee.
Shareholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 95,066,170 votes for and 9,872,183 against. They also approved, on an advisory basis, the compensation of the named executive officers, with 86,580,776 votes for, 7,732,776 against, and 387,199 abstentions.
Positive
- None.
Negative
- None.
Filing Explained
The completed vote used different rules: director abstentions had no effect, audit abstentions counted against, and executive-pay approval was advisory.
This Form 8-K reports the completed
For director elections, a nominee needed more votes for than against; abstentions and broker non-votes did not count as votes cast and therefore did not affect the election result.
For the auditor ratification and executive-pay vote, approval required a majority of the voting power present and entitled to vote. Audit abstentions counted against that proposal, while broker non-votes had no effect on the advisory executive-pay vote.
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.
Key Figures
Auditor ratification votes for: 95,066,170 votes
Auditor ratification votes against: 9,872,183 votes
Say-on-pay votes for: 86,580,776 votes
+3 more
6 metrics
Auditor ratification votes for
95,066,170 votes
Appointment of Deloitte & Touche LLP for fiscal year ending March 31, 2027
Auditor ratification votes against
9,872,183 votes
Appointment of Deloitte & Touche LLP for fiscal year ending March 31, 2027
Say-on-pay votes for
86,580,776 votes
Advisory approval of compensation of named executive officers
Say-on-pay votes against
7,732,776 votes
Advisory approval of compensation of named executive officers
Votes for director Dominic J. Caruso
93,233,995 votes
Election to board of directors at July 22, 2026 annual meeting
Votes for director Kathleen Wilson-Thompson
94,095,670 votes
Election to board of directors at July 22, 2026 annual meeting
Key Terms
broker non-votes, independent registered public accounting firm, named executive officers, majority of votes cast, +1 more
5 terms
broker non-votes regulatory
"Abstentions and broker non-votes will not count as votes cast"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"the Company’s independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officers financial
"the compensation of the Company’s named executive officers was approved"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
majority of votes cast regulatory
"A nominee will be elected as a director if he or she receives a majority of votes cast"
voting power regulatory
"Approval requires the affirmative vote of a majority of the voting power of the shares"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Was McKesson (MCK) executive compensation approved on an advisory basis?
Yes. Shareholders approved McKesson’s named executive officer compensation on an advisory basis with 86,580,776 votes for, 7,732,776 against, 387,199 abstentions and 10,458,484 broker non-votes. The proposal required a majority of voting power present and entitled to vote.
What voting standards applied to McKesson (MCK) proposals at the 2026 annual meeting?
Director elections required a majority of votes cast, excluding abstentions and broker non-votes. Auditor ratification and say‑on‑pay required a majority of the voting power of shares present and entitled to vote, with abstentions counting as votes against those proposals.
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 22, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 22, 2026, 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 12, 2026.
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 | 93,233,995 | 1,284,036 | 182,720 | 10,458,484 | ||||||||||||||||||||||
| Lynne M. Doughtie | 94,126,115 | 392,742 | 181,894 | 10,458,484 | ||||||||||||||||||||||
W. Roy Dunbar | 92,974,900 | 1,474,974 | 250,877 | 10,458,484 | ||||||||||||||||||||||
Deborah Dunsire, M.D. | 94,179,181 | 369,566 | 152,004 | 10,458,484 | ||||||||||||||||||||||
| Julie L. Gerberding, M.D., M.P.H. | 94,024,412 | 516,590 | 159,749 | 10,458,484 | ||||||||||||||||||||||
James H. Hinton | 94,097,106 | 408,275 | 195,370 | 10,458,484 | ||||||||||||||||||||||
Bradley E. Lerman | 92,956,921 | 1,557,363 | 186,467 | 10,458,484 | ||||||||||||||||||||||
Maria N. Martinez | 88,547,303 | 5,963,501 | 189,947 | 10,458,484 | ||||||||||||||||||||||
Kevin M. Ozan | 91,836,243 | 2,675,298 | 189,210 | 10,458,484 | ||||||||||||||||||||||
Brian S. Tyler | 86,826,318 | 7,758,777 | 115,656 | 10,458,484 | ||||||||||||||||||||||
Kathleen Wilson-Thompson | 94,095,670 | 434,360 | 170,721 | 10,458,484 | ||||||||||||||||||||||
Item 2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027 was ratified, having received the following votes:2
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 95,066,170 | 9,872,183 | 220,882 | 0 | |||||||||||||||||
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 | |||||||||||||||||
| 86,580,776 | 7,732,776 | 387,199 | 10,458,484 | |||||||||||||||||
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: July 24, 2026
| McKesson Corporation | ||||||||
| By: | /s/ Michele Lau | |||||||
| Michele Lau | ||||||||
| Executive Vice President and Chief Legal | ||||||||
| Officer | ||||||||