McKesson 2016 Annual Report Download - page 137

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McKESSON CORPORATION
Compensation Committee at the time of grant. RS and RSUs generally vest over four years. PeRSUs vest three
years following the end of the performance period.
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.
2000 Employee Stock Purchase Plan (the “ESPP”): The ESPP is intended to qualify as an “employee stock
purchase plan” within the meaning of Section 423 of the Internal Revenue Code. In March 2002, the Board
amended the ESPP to allow for participation in the plan by employees of certain of the Company’s international
and other subsidiaries. As to those employees, the ESPP does not qualify under Section 423 of the Internal
Revenue Code. Currently, 21.1 million shares have been approved by stockholders for issuance under the ESPP.
The ESPP is implemented through a continuous series of three-month purchase periods (“Purchase
Periods”) during which contributions can be made toward the purchase of common stock under the plan.
Each eligible employee may elect to authorize regular payroll deductions during the next succeeding
Purchase Period, the amount of which may not exceed 15% of a participant’s compensation. At the end of each
Purchase Period, the funds withheld by each participant will be used to purchase shares of the Company’s
common stock. The purchase price of each share of the Company’s common stock is 85% of the fair market
value of each share on the last day of the applicable Purchase Period. In general, the maximum number of shares
of common stock that may be purchased by a participant for each calendar year is determined by dividing
$25,000 by the fair market value of one share of common stock on the offering date.
There currently are no equity awards outstanding that were granted under equity plans that were not
submitted for approval by the Company’s stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information with respect to certain transactions with management is incorporated by reference from the
Proxy Statement under the heading “Certain Relationships and Related Transactions.” Additional information
regarding certain related party balances and transactions is included in the Financial Review section of this
Annual Report on Form 10-K and Financial Note 26, “Related Party Balances and Transactions,” to the
consolidated financial statements appearing in this Annual Report on Form 10-K.
Item 14. Principal Accounting Fees and Services.
Information regarding principal accounting fees and services is set forth under the heading “Ratification of
Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for
Fiscal 2017” in our Proxy Statement and all such information is incorporated herein by reference.
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