Form 8-K





Washington, D.C. 20549



Form 8-K






Date of Report (Date of earliest event reported): March 26, 2019



McKesson Corporation

(Exact name of registrant as specified in its charter)




Delaware   1-13252   94-3207296

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

One Post Street, San Francisco, California   94104
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 983-8300

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:


Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 26, 2019, the Board of Directors of McKesson Corporation (the “Company”) appointed Brian S. Tyler, President and Chief Operating Officer of the Company, to the Board of Directors effective April 1, 2019 to fill the vacancy created by the retirement of John H. Hammergren effective March 31, 2019. Mr. Tyler was appointed to serve as a director until the Company’s next annual meeting of stockholders or until his successor is duly elected and qualified. As previously disclosed, Mr. Tyler also will assume the role of Chief Executive Officer of the Company effective April 1, 2019 upon Mr. Hammergren’s retirement as Chief Executive Officer and Chairman of the Board of the Directors of the Company effective March 31, 2019.

Mr. Tyler is party to an indemnification agreement with the Company in the same form as the Company’s indemnification agreements with its other directors and officers.

There are no arrangements or understandings between Mr. Tyler and any other person, pursuant to which Mr. Tyler was appointed to the Board of Directors. Further, there are no transactions involving Mr. Tyler that require disclosure pursuant to Item 404(a) of Regulation S-K.


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: March 29, 2019


McKesson Corporation

/s/ Lori A. Schechter

  Lori A. Schechter
  Executive Vice President, General Counsel and

Chief Compliance Officer