McKesson 2016 Annual Report Download - page 135

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McKESSON CORPORATION
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 2016 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 Financial Expert” and “Audit Committee Report” 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, Compensation and Governance Committees 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 Shareholders” in our Proxy Statement.
The following table sets forth information as of March 31, 2016 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 6.4(2) $118.95 33.0(3)
Equity compensation plans not approved by
security holders — $ — —
(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 4,373,049 shares available for purchase under the 2000 Employee Stock Purchase Plan and
28,608,465 shares available for grant under the 2013 Stock Plan.
129