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MCKESSON CORP

For the period ended Mar 31, 2026. Filed Jun 12, 2026.

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, 2026 · Filed Jun 12, 2026

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

Proxy Summary

This summary highlights certain information in this proxy statement and does not contain all the information you should consider in voting your shares. Please refer to the complete proxy statement and our annual report prior to voting at the Annual Meeting of Shareholders to be held on July 22, 2026 (Annual Meeting).

Our Company Priorities

McKesson Corporation is a diversified healthcare services leader dedicated to Advancing Health Outcomes for All®. We partner with biopharma companies, care providers, pharmacies, manufacturers, governments and others to deliver insights, products and services to help make quality care more accessible and affordable. McKesson is focused on addressing the changing needs of our customers, their patients and the broader healthcare ecosystem. We have developed a clear enterprise strategy centered around a set of four strategic priorities:

Focus on People & Culture

One of McKesson’s defining characteristics is our strong culture. As members of Team McKesson, we are proud to foster a sense of belonging, find purpose and meaning in our work, and do everything we can to care for each other, our customers and all those who depend on us. We believe the best way to realize our purpose of Advancing Health Outcomes for All® is to utilize our strengths, live our I²CARE values (Integrity, Inclusion, Customer-First, Accountability, Respect, Excellence) and stay grounded in our LEADRx leadership principles that move our company forward and enable us to make a lasting and meaningful impact.

Grow Oncology, Multispecialty and Biopharma Platforms

We continue to advance our differentiated capabilities in our oncology platform and are building capabilities in other specialties where we see the opportunity. We are growing our portfolio of biopharma solutions that improve the access, affordability and adherence of medications.

Strengthen North American Pharmaceutical Distribution

Our operational excellence and ability to leverage our scale and distribution expertise is one of the many reasons why McKesson continues to be the partner of choice for hospitals, health systems and pharmacies of all sizes.

Modernize & Accelerate the Portfolio

We are building integrated platforms that leverage our differentiated assets and capabilities. We continue to develop innovative solutions and services through digital enablement and AI to solve complicated healthcare problems and improve patients’ lives. Our disciplined approach to portfolio management ensures strategic alignment and accelerates our enterprise strategy.

2026 Proxy Statement5

Proxy Summary

Fiscal Year 2026 Highlights

McKesson’s strong financial results reflect the strength of our diversified portfolio and disciplined execution against our strategic priorities. Our results reflect the commitment of our employees and their dedication to deliver for customers, patients, communities and shareholders.

Total Revenues

Earnings per Diluted Shares(1)

Cash Flow

FY 2024FY 2025FY 2026
nOperating Cash FlownFree Cash Flow(2)

Shareholder Return

FY 2024FY 2025FY 2026
nTotal Cash Returned to ShareholdersnShare Repurchases

(1) Reflects continuing operations attributable to McKesson, net of tax.

(2) See Appendix A to this proxy statement for a reconciliation of free cash flow, a non-GAAP metric, to the most directly comparable GAAP metric.

62026 Proxy Statement

Proxy Summary

We Welcome Shareholder Feedback Year-Round

Our Board believes proactive shareholder engagement and consideration of shareholder feedback are critical to driving long-term growth and creating shareholder value. Our shareholder engagement program is a robust, year-round process encompassing meetings held throughout the year with shareholders during which we encourage ongoing, meaningful dialogue about the issues they find most important. We report shareholder feedback to our Board, and our Board Chair participated in several of these key engagements in FY 2026.

Assess & PrepareEngage with Shareholders
Our Board reviews our Annual Meeting results, ongoing shareholder feedback and corporate governance and compensation trends to help drive and develop our shareholder engagement priorities. Management also attends various conferences throughout the year to better understand our stakeholders’ views on corporate governance trends and other matters.We respond to shareholder feedback by enhancing our policies, practices and disclosures informed by ongoing dialogue with our shareholders. The proxy statement communicates important updates and enhancements made during the fiscal year.
Respond to Shareholder FeedbackEvaluate Shareholder Feedback
We invite shareholders to engage with us throughout the year. We also connect with shareholder proponents to learn about concerns they identify. During our engagements, we provide important corporate governance and other updates about the Company and proactively request shareholders’ feedback.Our Board reviews shareholder feedback throughout the year and identifies key themes, which inform important practices and policies.

Scope of Outreach and Key Topics

In FY 2026, our Chief Executive Officer, Chief Financial Officer and/or Investor Relations team attended seven healthcare conferences and non-deal road shows to discuss the Company’s strategic priorities and other topics. They also conducted numerous one-on-one meetings with shareholders throughout the year and hosted an Investor Day. Our Governance and Investor Relations teams also reached out to shareholders representing approximately 60% of our outstanding common stock and engaged with shareholders representing approximately 46% of our outstanding common stock on governance-related topics. Our Board Chair participated in meetings with shareholders representing approximately 28% of our outstanding common stock. Topics discussed with our shareholders in governance-related engagements included:

Board Composition and Refreshment

Business Strategy

AI and Cybersecurity Oversight

Board Evaluation

Executive Compensation

Human Capital Management and Sustainability Impacts

2026 Proxy Statement7

Proxy Summary

ItemYour Board’s Recommendation
1ELECTION OF 11 DIRECTOR NOMINEES FOR A ONE-YEAR TERMOur director nominees bring broad and relevant leadership and professional experience to the McKesson Board. Ten of our eleven director nominees are independent.FOReach nominee
(See Page 13)

Director Nominees and Our Approach to Governance

Our director nominees bring a broad and relevant mix of skills, experience and perspectives. Additional information about each director nominee’s experience and qualifications can be found beginning on page 14 of this proxy statement.

Board Refreshment

70% of our independent director nominees have a tenure of 5 years or less

Up to 2 years:lll
2 to 5 years:llll
6 to 10 years:lll

Director Independence

10 of 11 director nominees are independent

82026 Proxy Statement

Proxy Summary

Skills and Experience Highlights that Advance Company Priorities

The following table provides summary information about our director nominees and their current committee memberships.
NameAgeDirector SinceCommittee MembershipsOther Public Company Boards
Dominic J. Caruso (Lead Independent Director) Retired EVP and CFO,Johnson & Johnson6820181
Lynne M. Doughtie Retired Chair and CEO,KPMG U.S.6320252
W. Roy Dunbar Retired CEO and Chairman,Network Solutions, LLC6520223
Deborah Dunsire, M.D. Retired President and CEO,H. Lundbeck A/S6420241
Julie L. Gerberding, M.D., M.P.H. CEO,Foundation for the National Institutes of Health7020250
James H. Hinton Operating Partner,Welsh, Carson, Anderson & Stowe6720221
Bradley E. Lerman Retired EVP and Chief Legal Officer,Starbucks Corporation6920180
Maria N. Martinez Retired EVP and COO,Cisco Systems, Inc.6820192
Kevin M. Ozan Retired EVP and CFO,McDonald’s Corporation6320241
Brian S. TylerCEO and Chair, McKesson Corporation592019-1
Kathleen Wilson-Thompson Retired EVP and Global CHRO,Walgreens Boots Alliance, Inc.6820222
Committee ChairAuditCompensation and Talent
ComplianceFinanceGovernance and Sustainability
Independent

We believe that our director nominees collectively provide a strong mix of skills, qualifications and experience to support an effective and well-balanced McKesson Board. A summary of key skills is set forth below:

Focus on People & Culture

Grow Oncology, Multispecialty and Biopharma Platforms

Strengthen North American Pharmaceutical Distribution

Modernize & Accelerate the Portfolio

Sustainability and Human Capital Management

Healthcare Industry Experience

Distribution / Supply Chain Experience

BusinessTransformation / M&A

2026 Proxy Statement9

Proxy Summary

Governance Highlights

Focused oversight responsibilities. Our Audit Committee assists the Board in overseeing the integrity of McKesson’s financial reporting, effectiveness of internal controls, performance and independence of the independent auditor, and compliance with legal and regulatory requirements. Our Compensation and Talent Committee oversees our executive compensation programs, senior management succession planning and matters related to our best talent strategy and talent development, employee engagement and culture matters. Our Compliance Committee, in coordination with the Audit Committee, oversees our principal legal and regulatory compliance risks and related compliance program, as well as certain cybersecurity and technology-related risks and our controlled substances monitoring program. Our Finance Committee oversees financial aspects of significant mergers and acquisitions (M&A) and other strategic transactions as well as processes related to our capital structure. Our Governance and Sustainability Committee oversees corporate governance and sustainability matters. These focused committee responsibilities enable the Board to effectively address issues salient to McKesson’s strategy and the broader market environment.

Leading corporate governance practices. We highlight some of the key features of our corporate governance practices below. Please see “Corporate Governance” beginning on page 24 of this proxy statement for more information about McKesson’s corporate governance practices.

Shareholder RightsBoard of DirectorsCorporate Governance
•Annual election of directors with majority voting standard for uncontested elections•Proxy access•Meaningful right to call special meeting of shareholders (15% ownership threshold)•No supermajority vote provisions•Lead Independent Director with robust roles and responsibilities•10 of 11 director nominees are independent•Regular executive sessions of independent directors•Annual Board and committee evaluation process•Policy requiring directors with over 12 years of tenure to offer to resign •Policies on other public company board service and retirement age of 75•Pay for performance alignment•No poison pill•Regular Board refreshment•Comprehensive senior management succession planning process•Robust shareholder engagement program•Stock ownership guidelines for executives and directors
102026 Proxy Statement

Proxy Summary

ItemYour Board’s Recommendation
2RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2027Deloitte & Touche LLP (D&T) is an independent accounting firm with the breadth of expertise and knowledge necessary to audit the Company. Their institutional knowledge of our business and control framework results in effective and efficient audits. The Audit Committee has reviewed the independence, qualifications and performance of D&T and has determined that their retention is in the best interests of McKesson and its shareholders.FOR (See Page 40)
ItemYour Board’s Recommendation
3ADVISORY VOTE ON EXECUTIVE COMPENSATIONOur executive compensation program is the result of thorough Compensation and Talent Committee review, and it continues to emphasize pay for performance and reflects shareholder feedback.FOR (See Page 42)
2026 Proxy Statement11

Proxy Summary

Executive Compensation Highlights

As discussed in detail under “Compensation Discussion and Analysis,” we have developed an executive compensation program designed to strike the right balance of pay for performance, attract and retain an exceptionally talented executive team, steer McKesson’s leadership to meet ambitious goals without taking undue risk and build long-term value for our shareholders.

Shareholders expressed support for our compensation structure and design. We were pleased to receive positive feedback from shareholders regarding our program over the past year, which was reflected in the vote results from our 2025 Annual Meeting of Shareholders where approximately 91% of votes cast were in favor of our say-on-pay proposal. In FY 2026, the Compensation and Talent Committee implemented targeted refinements to the executive compensation program, informed by ongoing shareholder engagement, to further strengthen the alignment between pay outcomes and company performance.

Approximately 91% of votes cast were in favor of our say-on-pay proposal at our 2025 Annual Meeting

Our executive compensation program is predominantly performance-based, consisting of four primary compensation elements that each serve a unique purpose. The metrics below incentivize our executives to focus on operational objectives that are expected to drive shareholder value.

Pay ElementPerformance MetricRationaleTarget Pay
Base Salary—Attracts and retains high-performing executives by providing market-competitive fixed pay—
Management Incentive Plan (annual cash incentive)Adjusted EPSRewards operational performance and profitability; important driver of share price valuation and shareholder expectations100% — 200% of Base Salary
Adjusted Operating Profit · Rewards operational performance and profitability; important driver of share price valuation and shareholder expectations
Free Cash Flow · Rewards generating cash to invest in growth and return capital to shareholders; important valuation metric
Non-Financial Priority AreasEnsures progress on non-financial priorities that are aligned with our business strategyDiscretionary Downward-Only Modifier
Performance Stock Units (long-term equity incentive)3-Year Cumulative Adjusted EPSMeasures long-term earnings power, drives returns for the Company and directly correlates to share price performance60% of Target LTI Value
3-Year Average ROIC · Encourages leaders to make sound investments that generate returns for shareholders; important valuation metric
*New for FY 2026:MCK TSR Modifier vs. Comparator GroupRewards share price performance relative to comparator group over time+/- 20%(rTSR >65th percentile is required to achieve upward modification to underlying results)
Restricted Stock Units (long-term equity incentive)—Directly aligns with value delivered to shareholders40% of Target LTI Value
122026 Proxy Statement
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.