McKesson 2012 Annual Report Download - page 111

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McKESSON CORPORATION
107
The following table sets forth information as of March 31, 2012 with respect to the plans under which the
Company’s common stock is authorized for issuance:
Plan Category
(In millions, except per share amounts)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and ri
g
hts
Weighted-average
exercise price of
outstanding options,
warrants and rights (1)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
the first column)
Equity compensation plans approved by
security holders 13.2(2) $
59.24
10.9(3)
Equity compensation plans not approved by
security holders 0.6(4) $
32.70
—
(1) The weighted-average exercise price set forth in this column is calculated excluding outstanding restricted stock unit
(“RSU”) awards, since recipients are not required to pay an exercise price to receive the shares subject to these awards.
(2) Represents options and RSUs awarded under the following plans: (i) 1994 Stock Option and Restricted Stock Plan; (ii) 1997
Non-Employee Directors’ Equity Compensation and Deferral Plan; and (iii) the 2005 Stock Plan.
(3) Represents 1,599,560 shares available for purchase under the 2000 Employee Stock Purchase Plan and 9,278,617 shares
available for grant under the 2005 Stock Plan.
(4) Represents options and RSUs awarded under the following plans: (i) 1999 Stock Option and Restricted Stock Plan; and (ii)
the 1998 Canadian Stock Incentive Plan. No further awards will be made under either of these plans.
The following are descriptions of equity plans that have been approved by the Company’s stockholders. The
plans are administered by the Compensation Committee of the Board of Directors, except for the portion of the 2005
Stock Plan related to Non-Employee Directors, which is administered by the Board of Directors or its Committee on
Directors and Corporate Governance.
2005 Stock Plan: The 2005 Stock Plan was adopted by the Board of Directors on May 25, 2005 and approved
by the Company’s stockholders on July 27, 2005. The 2005 Stock Plan permits the granting of up to 42.5 million
shares in the form of stock options, restricted stock (“RS”), RSUs, performance-based restricted stock units
(“PeRSUs”) and other share-based awards. For any one share of common stock issued in connection with a RS,
RSU, PeRSU or other share-based award, two shares shall be deducted from the shares available for future grants.
Shares of common stock not issued or delivered as a result of the net exercise of a stock option, shares used to pay
the withholding taxes related to a stock award or shares repurchased on the open market with proceeds from the
exercise of options shall not be returned to the reserve of shares available for issuance under the 2005 Stock Plan.
Stock options are granted at no less than fair market value and those options granted under the 2005 Stock Plan
generally have a contractual term of seven years. Prior to 2005, stock options typically had a contractual term of ten
years. Options generally become exercisable in four equal annual installments beginning one year after the grant
date or after four years from the date of grant. The vesting of RS or RSUs is determined by the Compensation
Committee at the time of grant. RS and RSUs generally vest over four years. Vesting of PeRSUs ranges from one
to three-year periods following the end of the performance period and may follow the graded or cliff method of
vesting.
Non-employee directors may be granted an award on the date of each annual meeting of the stockholders for up
to 5,000 RSUs, as determined by the Board. Such non-employee director award is fully vested on the date of the
grant.
1997 Non-Employee Directors’ Equity Compensation and Deferral Plan. The 1997 Non-Employee Directors’
Equity Compensation and Deferral Plan was approved by the Company’s stockholders on July 30, 1997; however,
stockholder approval of the 2005 Stock Plan on July 27, 2005 had the effect of terminating the 1997 Non-Employee
Directors’ Equity Compensation and Deferral Plan such that no new awards would be granted under the 1997 Non-
Employee Directors’ Equity Compensation and Deferral Plan.