Skip to main content

MCKESSON CORP

For the period ended Mar 31, 2025. Filed Jun 20, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 31, 2025 · Filed Jun 20, 2025

MCK$1,060.84-1.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☐ Filed by a Party other than the Registrant
Check the appropriate box:
☐Preliminary Proxy Statement
☐CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

McKESSON CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Focus on People and Culture

At McKesson, our purpose is Advancing Health Outcomes for All®

What sets McKesson apart as an exceptional place is our people. Our employees understand that together, unified by our global I²CARE values (Integrity, Inclusion, Customer-First, Accountability, Respect, Excellence), we fulfill our mission and uphold our reputation as a trusted partner to our customers and their patients. Our I²CARE values are foundational to all that we do and who we are as a company.

INTEGRITYINCLUSIONCUSTOMER-FIRSTACCOUNTABILITYRESPECTEXCELLENCE

At McKesson, everyone is a leader. ILEAD (Inspire, Leverage, Execute, Advance, Develop) is our common definition and shared commitment to leadership. By embracing this commitment, we bring out the best in ourselves and position McKesson to continue to drive better health – for our company, our customers and the patients we impact for years to come.

INSPIRELEVERAGEEXECUTEADVANCEDEVELOP

A Letter From Our Independent Chair

“We value the trust you place in us through your investment in McKesson and remain focused on driving the long-term growth of the company.”Donald R. KnaussIndependent Chair

June 20, 2025

Dear Fellow Shareholders,

On behalf of our entire Board of Directors, thank you for your continued support of McKesson. As directors, we play a key role in guiding McKesson's culture and strategy, all in support of our purpose of Advancing Health Outcomes for All®.

McKesson’s Annual Meeting is an important opportunity to share how we are delivering on our strategic priorities, provide insight into key governance matters and to connect with our shareholders regarding the Board’s activities over the last year. As we approach the Annual Meeting, I would like to highlight several key areas of focus for the Board.

Delivering on our Strategic Priorities

We are proud of the progress McKesson has made in executing against our strategic priorities with focus and unwavering dedication. This commitment has enabled us to expand our differentiated capabilities, drive operational efficiencies and create real value for our partners and shareholders. In fiscal year (FY) 2025, McKesson made meaningful strides across our four strategic priorities: focus on people and culture, strengthen our North American pharmaceutical distribution, modernize and accelerate our portfolio, and enhance oncology and biopharma services platforms.

Grounded in our I 2 CARE and ILEAD values, McKesson delivered disciplined execution across the business in FY 2025, resulting in a 25% increase in our stock price.

In December, we completed the divestiture of our Canada-based Rexall and Well.ca businesses, sharpening our focus on strategic capital deployment that prioritizes investments in our oncology and biopharma services platforms.

We also successfully onboarded several new customers and expanded a key pharmaceutical distribution relationship with a strategic customer in FY 2025, further demonstrating our differentiated distribution and sourcing capabilities, including our strong customer value proposition.

We launched a comprehensive digital enablement and digital mindset training program across the enterprise to foster a cultural shift towards embracing digital tools and emerging technologies, including artificial intelligence (AI), ensuring that our leadership and employees are equipped to navigate and leverage the digital landscape effectively to increase efficiency and drive value. This initiative underscores our commitment to fostering a digital-first culture and equipping our workforce with the skills and mindset necessary to thrive in an increasingly digital world by reimagining how we work.

By setting the tone at the top, we continue to play a key role in overseeing McKesson's commitment to regulatory excellence and compliance with applicable laws.

2025 Proxy Statement1

A Letter From Our Independent Chair

Enhancing our Technology and AI

McKesson is integrating technology and AI to drive efficiency and enable smarter decision-making, improving our ability to deliver better health outcomes. We believe that by accelerating the use of AI across our portfolio, we can unlock the potential to improve the customer experience and increase productivity. Our Board is focused on managing AI-related risks as well as overseeing our AI strategy. McKesson has established a strong governance structure to balance considerations related to our AI strategy. We are excited to be recognized as one of America's Most Innovative Companies in 2025 by Fortune and will continue to strengthen our innovative culture to help drive McKesson's strategy and efforts to become the best place to work in healthcare.

Focusing on Governance

On behalf of the Board, thank you to our shareholders for your ongoing engagement and valuable feedback. Over the past year, we have had insightful conversations with many of you about important topics including: Board composition and refreshment; AI and cybersecurity; human capital management; and the structure of our executive compensation program.

Our Board is composed of a group of committed and highly qualified individuals who care deeply about McKesson and its future. We routinely evaluate the composition of the Board and strategically refresh our membership to ensure we have a balanced mix of expertise across disciplines to guide McKesson and support our strategic priorities. Since our last Annual Meeting, we have appointed two new members to our Board, Lynne M. Doughtie and Julie L. Gerberding, M.D., M.P.H. Ms. Doughtie brings to the Board a deep background in accounting and finance, and she serves on our Audit Committee and Finance Committee. Dr. Gerberding brings extensive executive experience in the healthcare industry and in federal health policy, and she serves on our Compliance Committee and Compensation and Talent Committee. The Board is excited about the appointment of these two new directors and looks forward to incorporating their expertise as we work together to continue to drive growth for McKesson. Additionally, Richard Carmona, M.D., who has reached the retirement age under our Corporate Governance Guidelines, will not be renominated to the McKesson Board. We would like to thank him for his dedicated service on the Board and the valuable insights he has provided over the years.

Thank You

Your Board members appreciate the opportunity to serve McKesson on your behalf. We value the trust you place in us through your investment in McKesson and remain focused on driving the long-term growth of the company.

Your vote is very important to us. We strongly encourage you to review both our proxy statement and annual report in their entirety ahead of the Annual Meeting on July 30, 2025, and respectfully request your support of our voting recommendations.

Donald R. Knauss

Independent Chair of the Board

22025 Proxy Statement

Notice of 2025 Annual Meeting of Shareholders To Be Held on July 30, 2025

Time and DateLocationRecord Date
July 30, 202508:30 a.m. Central Timewww.virtualshareholdermeeting.com/MCK2025Shareholders of record at the close of business on June 4, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Items of BusinessVote RecommendationsFor Further Details
1Elect for a one-year term a slate of 12 directors as nominated by the Board of Directors“FOR” each nomineeSee Page 14
2Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026“FOR”See Page 39
3Conduct a non-binding advisory vote on executive compensation“FOR”See Page 41

We also will conduct such other business as may properly be brought before the meeting.

You will be able to attend the Annual Meeting online, vote and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/MCK2025 and entering the 16-digit control number included in our Notice Regarding the Availability of Proxy Materials, voting instructions form or proxy card. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system.

On or about June 20, 2025, we began delivering proxy materials to all shareholders of record at the close of business on June 4, 2025. The mailing address of our principal executive offices is McKesson Corporation, 6555 State Highway 161, Irving, Texas 75039.

June 20, 2025

By Order of the Board of Directors

Saralisa C. Brau

Corporate Secretary

VOTING METHODS

Vote via Internetwww.proxyvote.com or visit the URL located on your proxy cardCall Toll-FreeCall the phone number located at the top of your proxy cardVote by MailFollow the instructions on your proxy cardVote at MeetingJoin our Annual Meeting at www.virtualshareholdermeeting.com/MCK2025

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on July 30, 2025. Our 2025 proxy statement and annual report are available free of charge at proxyvote.com.

2025 Proxy Statement3
A Letter From Our Independent Chair1
Notice of 2025 Annual Meeting of Shareholders To Be Held on July 30, 20253
Proxy Summary5
Election of Directors14
Director Skills, Experiences and Qualifications15
Director Nominees16
Director Qualifications, Shareholder Recommendations and Nominations22
Evaluating Board Composition, Performance and Effectiveness24
Corporate Governance25
The Board, Committees and Meetings27
Shareholder Engagement35
Onboarding and Continuing Education36
Related Party Transactions Policy and Transactions with Related Persons36
Communications with Directors36
Director Compensation37
Cash Compensation37
Equity Compensation38
Director Stock Ownership Requirement38
2025 Director Compensation Table38
Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm39
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm40
Audit Committee Report40
Advisory Vote on Executive Compensation41
Executive Compensation42
Compensation Discussion and Analysis42
Compensation and Talent Committee Report on Executive Compensation61
Compensation and Talent Committee Interlocks and Insider Participation61
2025 Summary Compensation Table62
2025 Grants of Plan-Based Awards Table64
2025 Outstanding Equity Awards Table65
2025 Stock Vested Table66
2025 Nonqualified Deferred Compensation Table67
Severance and Change in Control Policies69
Potential Payments upon Termination or Change in Control70
CEO Pay Ratio73
Pay Versus Performance74
Principal Shareholders79
Security Ownership of Certain Beneficial Owners79
Beneficial Stock Ownership of Directors and Executive Officers80
Annual Meeting Information81
Appendix A — Supplemental InformationA-1
Notable Developments and Where to Read More
Hear from our Independent Chair1
See our Fiscal Year 2025 Highlights6
Learn about our Directors' Skills Matrix15
Learn about our Board Evaluation Process24
Learn about our Risk Oversight31
Learn about our Shareholder Engagement35
42025 Proxy Statement
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.