Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced on November 1, 2018, John H. Hammergren will retire from his roles as Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of McKesson Corporation (the “Company”), effective March 31, 2019, and Brian S. Tyler will assume the role of Chief Executive Officer on April 1, 2019.
In connection with Mr. Tyler assuming the role of Chief Executive Officer, the Compensation Committee of the Board approved changes to his compensation, all of which are effective April 1, 2019. Mr. Tyler’s annual base salary will be $1,250,000, his target annual bonus opportunity under the Management Incentive Plan will be 150% of his salary earned during the performance period, and his target long-term incentives (cash and equity) will be $9,875,000.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective January 30, 2019, the Board approved certain amendments to the Company’sBy-Laws (the“By-Laws”). TheBy-Laws were primarily amended to provide flexibility to the Company, enhance clarity, remove outdated provisions and make technical corrections, including references to the Company’s place of business, date and place of stockholders’ meetings, quorum requirements, proxy and ballot inspections and the designation of officers.
In addition, theBy-Laws amendments (a) permit a majority of the Board to call special meetings of the stockholders at any time; (b) update the advance notice provision to require information on third-party compensation and require proposed nominees to submit questionnaires to the Company; and (c) streamline the description of the majority vote provisions for the election of directors.
The foregoing description of the amendments to theBy-Laws is qualified in its entirety by reference to text of theBy-Laws, as amended, filed as Exhibit 3.1 to this Current Report on Form8-K.
