United States securities and exchange commission logo
March 22, 2021
Britt J. Vitalone
Executive Vice President and Chief Financial Officer
McKesson Corporation
6555 State Hwy 161
Irving, TX 75039
Re: McKesson
Corporation
Form 10-K
Filed May 22, 2020
File No. 001-13252
Dear Mr. Vitalone:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Annual Report on Form 10-K filed May 22, 2020
Part III. Item 11. Executive Compensation, page 127
1. We note that you
repurchased common stock in fiscal year 2020 and that your Executive
Compensation Program
uses Adjusted EPS, Three-year Cumulative Adjusted EPS, and
Relative TSR as
compensation measures. In future filings, please discuss if and how your
share repurchases
affect the manner in which the Compensation Committee sets the
relevant targets used
in your Executive Compensation Program and determines whether
such targets were met.
Exhibit 4.13
Description of the Company's Securities, page 133
2. We note that Article XI
of your Amended and Restated Bylaws include an exclusive
forum provision that
identifies the Court of Chancery of the State of Delaware as the
exclusive forum for
certain litigation, including any derivative action. Please confirm
Britt J. Vitalone
McKesson Corporation
March 22, 2021
Page 2
that, in future filings, you will revise your description of
securities to include a description
of your exclusive forum provision. Also, in future filings, please
describe any risks or
other impacts of the provision on investors, address any uncertainty
about the
enforceability of the provision, and disclose whether this provision
applies to actions
arising under the Securities Act or Exchange Act. In that regard, we
note that Section 27
of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce
any duty or liability created by the Exchange Act or the rules and
regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created
by the Securities Act
or the rules and regulations thereunder. If the provision applies to
Securities Act claims,
please also revise your disclosure to state that there is uncertainty
as to whether a court
would enforce such provision and that investors cannot waive
compliance with the federal
securities laws and the rules and regulations thereunder. If this
provision does not apply
to actions arising under the Securities Act or Exchange Act, please
also ensure that the
exclusive forum provision in the governing documents states this
clearly, or tell us how
you will inform investors in future filings that the provision does
not apply to any actions
arising under the Securities Act or Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Cara Wirth at (202) 551-7127 or Daniel Morris at (202)
551-3314 with
any questions.
FirstName LastNameBritt J. Vitalone Sincerely,
Comapany NameMcKesson Corporation
Division of
Corporation Finance
March 22, 2021 Page 2 Office of
Trade & Services
FirstName LastName