McKesson (MCK) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 22, 2026, with proxy materials distributed to shareholders of record as of May 27, 2026.

• Key strategic priorities include people & culture, oncology and biopharma platform growth, strengthening North American distribution, and portfolio modernization.

• Strong FY 2026 financial performance: $403.4B in revenue, $38.38 EPS, $6.2B operating cash flow, and $5.4B free cash flow.

• Board leadership transition: CEO Brian S. Tyler appointed as Chair, Dominic J. Caruso as Lead Independent Director.

• Significant shareholder engagement, with outreach to holders of 60% of shares and engagement with 46%.

Voting matters and shareholder proposals

• Election of 11 directors for a one-year term, with 10 of 11 nominees independent.

• Ratification of Deloitte & Touche LLP as independent auditor for FY 2027.

• Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals and nominations must comply with advance notice and proxy access by-law provisions.

Board of directors and corporate governance

• Board comprises directors with diverse expertise in healthcare, finance, technology, and sustainability.

• 70% of independent directors have tenure of five years or less; regular board refreshment and annual evaluations.

• Five standing committees: Audit, Compensation and Talent, Compliance, Finance, and Governance and Sustainability.

• Lead Independent Director role enhanced for robust oversight.

• Annual election of directors, majority voting standard, proxy access, and no poison pill.