McKesson 2014 Annual Report Download - page 117

McKESSON CORPORATION
114
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
2014 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”, “Audit Committee Report” and “Audit Committee Financial Expert” in our Proxy Statement.
Information about the Code of Conduct applicable to all employees, officers and directors can be found on our website,
www.mckesson.com, under the caption “Investors - Corporate Governance.” 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 website under the same caption.
The Company intends to post on its website required information regarding any amendment to, or waiver from, the Code of
Conduct that applies to our Chief Executive Officer, Chief Financial Officer, Controller and persons performing similar functions
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, 2014 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 9.0 (2) $ 78.11 38.9 (3)
Equity compensation plans not approved by
security holders -—
(4) $ 36.02 —
(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) 1997 Non-Employee Directors’ Equity Compensation and Deferral Plan; (ii)
the 2005 Stock Plan; and (iii) the 2013 Stock Plan.
(3) Represents 5,288,876 shares available for purchase under the 2000 Employee Stock Purchase Plan and 33,561,227 shares available for grant under the 2013
Stock Plan.
(4) 5,000 options remain outstanding under the 1999 Stock Option and Restricted Stock Plan. No further awards will be made under this plan.
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 2013 Stock Plan and 2005
Stock Plan related to Non-Employee Directors, which is administered by the Board of Directors or its Committee on Directors
and Corporate Governance.