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MCKESSON CORP

Regulatory Filings Aug 1, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 30, 2025

McKESSON CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware 1-13252 94-3207296
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

6555 State Hwy 161

Irving , TX 75039

(Address of Principal Executive Offices, and Zip Code)

( 972 ) 446-4800

Registrant’s Telephone Number, Including Area Code

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 ( see General Instruction A.2. below):

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value MCK New York Stock Exchange
1.500% Notes due 2025 MCK25 New York Stock Exchange
1.625% Notes due 2026 MCK26 New York Stock Exchange
3.125% Notes due 2029 MCK29 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On July 30, 2025, McKesson Corporation (“Company”) held its Annual Meeting of Shareholders. Shown below are the final vote results on each of the items submitted to a vote and described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 20, 2025.

Item 1 . Each of the following individuals nominated by the Board of Directors was elected to serve as a director, having received the following votes: 1

Director Nominee Votes For Votes Against Abstentions Broker Non-Votes
Dominic J. Caruso 99,539,189 881,316 136,711 10,344,141
Lynne M. Doughtie 100,304,845 118,676 133,695 10,344,141
W. Roy Dunbar 97,858,108 2,559,731 139,377 10,344,141
Deborah Dunsire, M.D. 100,037,050 386,217 133,949 10,344,141
Julie L. Gerberding, M.D., M.P.H. 100,234,521 190,345 132,350 10,344,141
James H. Hinton 99,435,154 982,144 139,918 10,344,141
Donald R. Knauss 95,767,822 4,650,316 139,078 10,344,141
Bradley E. Lerman 98,302,502 2,117,813 136,901 10,344,141
Maria N. Martinez 94,262,045 6,103,436 191,735 10,344,141
Kevin M. Ozan 100,018,966 400,813 137,437 10,344,141
Brian S. Tyler 100,301,689 161,275 94,252 10,344,141
Kathleen Wilson-Thompson 98,138,663 2,285,359 133,194 10,344,141

Item 2 . The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026 was ratified, having received the following votes: 2

Votes For Votes Against Abstentions Broker Non-Votes
102,163,028 8,593,072 145,257

Item 3 . The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved, having received the following votes: 3

Votes For Votes Against Abstentions Broker Non-Votes
91,831,997 7,955,440 769,779 10,344,141
1 A nominee will be elected as a director if he or she receives a majority of votes cast (that is, the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee). Abstentions and broker non-votes will not count as votes cast and will have no effect on the outcome of the matter.
2 Approval requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. Shares represented by abstentions will have the effect of a vote against this proposal. Brokers can cast discretionary votes on this proposal.
3 Approval requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. Shares represented by abstentions will have the effect of a vote against this proposal. Broker non-votes with respect to this proposal will have no effect on the outcome of the matter.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 1, 2025

McKesson Corporation
By: /s/ Michele Lau
Michele Lau
Executive Vice President and Chief Legal
Officer

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