MCKESSON CORPORATION Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
OnMarch 11, 2020 , the Board of Directors ("Board") ofMcKesson Corporation ("Company") adopted the following changes to the Company's Amended and Restated By-laws ("Bylaws"), effective as ofMarch 11, 2020 . Unless otherwise stated, article and section references below are to the Bylaws as so amended. Amendments Related to the Conduct of Shareholder Meetings Article II, section 4 was amended to: (i) consolidate into that section shareholder meeting notice provisions that previously appeared in Articles II, IX and X; (ii) conform to changes in Delaware General Corporation Law ("DGCL") sections 222 and 232 regarding notice of shareholder meetings, including permitting notice by courier service or electronic mail, except when a different form of notice is required by the proxy rules set forth in Regulation 14A under the Securities Exchange Act of 1934 ("Exchange Act"); and (iii) remove from that section subsection (e), which has been relocated to Article IX in order to consolidate the waiver provisions. Article II, section 5 was amended to clarify a reference to the chair of the meeting having authority to adjourn a meeting of stockholders. Article II, section 6 was amended to remove outdated references to the manner of delivery of proxies, and to authorize delivery of proxies in any manner permitted by DGCL section 212. Article II, section 8 was amended to conform to changes in DGCL section 219 regarding the maintenance and availability of shareholder lists, including on an electronic network reasonably accessible to the Company's stockholders. Article II, section 12 was added to provide for the selection of a chair for meetings of stockholders and to grant authority to the chair and the Board adopt and enforce rules providing for the orderly conduct of the meeting and the safety of attendees. Article II, section 13 was added to provide the mode and manner of delivery of documents and information to the Company. Amendments Related to Director Nominees Article II, sections 10(c) and 11(h) were amended to clarify the Company's ability to require nominees to the Board to complete questionnaires provided by the Company and to represent to the Company that they intend to serve as a director for the full term for which they are nominated. Amendments Related to Board and Committee Actions Article III, section 9 was amended to conform to changes in DGCL section 141 regarding the ability of directors to take action without a meeting by providing consents in writing or by electronic transmission. Designation ofExclusive Forum Article XI was added to designate courts located inDelaware as the exclusive forum for fiduciary duties and internal affairs claims that arise underDelaware law. Our Board believes that this provision will provide for the orderly, streamlined and cost-effective resolution of litigation. Miscellaneous Other Amendments Article I, section 1 was amended to change the Company's registered agent and registered office address inDelaware . Article III, sections 7 and 9 were amended to remove provisions regarding waiver of notice of a special meeting, which have been relocated to Article IX in order to consolidate the waiver provisions. Article IX was amended to (i) remove notice provisions that are addressed elsewhere in the Bylaws, and (ii) provide a consolidated, unified approach to waiver of notice for meetings of stockholders, the Board and its committees. All of the above descriptions are subject to and qualified by the full text of the Bylaws filed with this report as Exhibit 3.1. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated By-Laws 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
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