UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 22, 2009
McKesson Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
|
|
1-13252
|
|
94-3207296 |
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
| |
|
|
| McKesson Plaza, One Post Street, San Francisco, California
|
|
94104 |
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (415) 983-8300
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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 22, 2009, the Board of Directors (the “Board”) of McKesson Corporation (the “Company”)
approved amendments to Sections 9 and 10 of ARTICLE II of the Company’s Amended and Restated
By-Laws, effective immediately, for purposes of making the following clarifications and
enhancements to the Company’s advance notice by-law provisions contained in such sections: (i) to
make clear and unambiguous that compliance with the procedures specified in the advance notice
by-law provisions is the exclusive means for a stockholder to nominate any person for election to
the Board or to bring other business before a meeting of stockholders (other than proposals
governed by Rule 14a-8 of the Securities Exchange Act of 1934, as amended); (ii) without limiting
the generality of (i) above, to make clear and unambiguous that notwithstanding a notice of annual
meeting, which includes notice regarding the election of directors, given by or at the direction of
the Board, a stockholder who desires to nominate a person for election to the Board must comply
with the advance notice by-law provisions specifically relating to nominations by stockholders;
(iii) to expand the information required to be given by any stockholder making a nomination or
proposal, by any beneficial owner on whose behalf a nomination or proposal is made, and by any
proposed nominee, including information relating to any hedging or other transaction made by or on
behalf of any such person with respect to the Company’s stock and any other transaction, agreement,
arrangement or understanding (including any derivative or short positions, profit interests,
options, warrants, stock appreciation or similar rights or borrowing or lending shares of stock)
made by or on behalf of any such person, the effect or intent of any
of the foregoing being to manage the risk or benefit of share price changes in the Company’s stock
or to increase or decrease the voting power or pecuniary or economic interest of any such
person with respect to the Company’s stock; and (iv) to make other
technical clarifications and enhancements to the advance notice by-law provisions.
The foregoing description of the Company’s by-law amendments does not purport to be complete and is
qualified in its entirety by reference to the full text of the Company’s Amended and Restated
By-Laws, as amended through April 22, 2009. A copy of such By-Laws is attached hereto as Exhibit
3.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
3.2
|
|
The Company’s Amended and Restated By-Laws, as amended
through April 22, 2009. |