Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2018, the Board of Directors (the “Board”) of McKesson Corporation (the “Company”) elected Dominic J. Caruso as a new director, effective September 12, 2018. Mr. Caruso’s term as a director will expire at the Company’s 2019 Annual Meeting of Stockholders unless he is renominated as a director, and elected by stockholders at the annual meeting in accordance with the Company’s majority voting standard. The Board increased from eight to nine members in connection with Mr. Caruso’s election.
Mr. Caruso, age 61, retired as Executive Vice President and Chief Financial Officer of Johnson & Johnson in August 2018, having served in that role since 2007. He previously served in other leadership positions at Johnson & Johnson, including as Senior Vice President of Centocor, Inc. and Vice President of Johnson & Johnson’s Group Finance organization. Mr. Caruso currently serves on the Board of Trustees of The Children’s Hospital of Philadelphia and the Cystic Fibrosis Foundation.
The Board has appointed Mr. Caruso as a member of the Audit Committee and the Finance Committee. The Board has also determined that Mr. Caruso is independent and meets the applicable director independence requirements of the New York Stock Exchange and the Company’s director independence standards, as adopted by the Board. Mr. Caruso does not have any related party transactions with the Company that would require disclosure under Item 404(a) of RegulationS-K in connection with his appointment described above. Effective as of his election, Mr. Caruso will enter into the Company’s standard form of Indemnification Agreement, which provides for indemnification of the indemnitee to the fullest extent permitted by Delaware law.
Mr. Caruso will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangement fornon-employee directors. A description of the Company’snon-employee director compensation can be found under the caption “Director Compensation” in the Company’s definitive proxy statement for its 2018 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission (the “Commission”) on June 15, 2018. Mr. Caruso’s compensation as anon-employee director will be prorated to reflect the remainder of the Company’s annualnon-employee director compensation program. For his services as a member of the Board, Mr. Caruso will receive an annual cash retainer of $80,000, prorated to reflect his election date of September 12, 2018. In addition, he will receive a fee of $1,500 per meeting of the Finance Committee and $2,000 per meeting of the Audit Committee. Subject to the terms and conditions of the Company’s 2013 Stock Plan, Mr. Caruso will be granted restricted stock units (“RSUs”) in an amount representing a prorated portion of the annual equity award that was previously granted tonon-employee directors. The RSU award was approved by the Board, and was effective, on September 12, 2018. The grant date value of the RSUs is $155,340, and the number of RSUs granted to Mr. Caruso was determined by dividing $155,340 by the closing price of the Company’s common stock on the grant date.
Item 7.01 Regulation FD Disclosure.
On September 13, 2018, the Company issued a press release announcing the election of Mr. Caruso to the Board. A copy of the Company’s press 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, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
