McKesson 2010 Annual Report Download - page 113

McKESSON CORPORATION
107
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information about our Directors is incorporated by reference from the discussion under Item 1 of our Proxy
Statement for the 2010 Annual Meeting of Stockholders (the “Proxy Statement”) under the heading “Election of
Directors.” Information about compliance with Section 16(a) of the Exchange Act is incorporated by reference from
the discussion under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy
Statement. Information about our Audit Committee, including the members of the committee and our Audit
Committee Financial Expert, is incorporated by reference from the discussion under the headings “Audit Committee
Report” and “Audit Committee Financial Expert” in our Proxy Statement.
Information about the Code of Ethics governing our Chief Executive Officer, Chief Financial Officer,
Controller and Financial Managers can be found on our Web site, www.mckesson.com, under the Investors –
Corporate Governance tab. The Company’s Corporate Governance Guidelines and Charters for the Audit and
Compensation Committees and the Committee on Directors and Corporate Governance can also be found on our
Web site under the Investors – Corporate Governance tab.
The Company intends to disclose required information regarding any amendment to or waiver under the Code
of Ethics referred to above by posting such information on our Web site within four business days after any such
amendment or waiver.
Item 11. Executive Compensation
Information with respect to this item is incorporated by reference from the discussion under the heading
“Executive Compensation” in our Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information about security ownership of certain beneficial owners and management is incorporated by reference
from the discussion under the heading “Principal Stockholders” in our Proxy Statement.
The following table sets forth information as of March 31, 2010 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 rights
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(2) 15.8 $ 43.50 23.7(3)
Equity compensation plans not approved by
security holders(4) 3.9 34.27
(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 option and RSU awards, outstanding 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 3,254,030 shares that remained available for purchase under the 2000 Employee Stock Purchase Plan and
20,464,898 shares available for grant under the 2005 Stock Plan.
(4) Represents options and RSU awards outstanding 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 any of these plans.