U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
MCKESSON CORPORATION
___________________________________________________________________________
2. Name of the person relying on exemption:
CTW INVESTMENT GROUP
___________________________________________________________________________
3. Address of the person relying on exemption:
1900 L STREET, NW, SUITE 900 WASHINGTON, DC 20036
___________________________________________________________________________
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
[CTW INVESTMENT GROUP posted the following Tweet on July 30, 2013.]
#McKesson fights big investors over a clawback policy - Forbes ow.ly/ntKmv/
#corpgov #execpay
[The tweet linked to the following Forbes article.]
MCKESSON FIGHTS BIG INVESTORS OVER A CLAWBACK POLICY
Should one of the largest drug wholesalers have a clawback policy for
executives? Two institutional investors believe the notion is overdue for
McKesson MCK - 0.09%, since the wholesaler has paid more than $1 billion in
recent years to resolve regulatory and other legal disputes without publicly
disclosing any clawback steps.
Meanwhile, McKesson CEO John Hammergren received $131 million in compensation
last year.
And so, the LongView Funds run by Amalgamated Bank and the UAW Retiree Medical
Benefits Trust are pushing a proposal to be voted on at the McKesson annual
shareholder meeting tomorrow. As they see it, the move will "increase
transparency, encourage executive pay-for-performance and discourage senior
executives from engaging in behavior that could cause significant financial
harm to the company."
What do they want? The investors argue that the current McKesson policy is too
weak because misconduct is defined as acts that are intentional, regardless of
the degree of harm, and they maintain the existing policy sets too high a
standard under which clawbacks may be applied. For instance, theft is not
covered if the amount of money stolen by an exec does not materially harm the
wholesaler.
"We encourage the (McKesson) board to strengthen its clawback and commit to
transparency," says Scott Zdrazil, director of corporate governance at
Amalgamated Bank, in a statement. "Doing so will signal to executives and
shareholders alike that future costly settlements will have consequences and
corporate assets will be recovered."
For its part, McKesson rejects the contention that its policy is ineffective
or weak and also argues that it was incorrect to characterize a $350 million
settlement for alleged overbilling was due to "some sort of intentional
misconduct or inaccurate" reporting to the US Securities and Exchange
Commission. The wholesaler maintains drug prices were not manipulated and
laws were not broken (see page 80 of this filing).
The idea of applying clawback policies is certainly not new, but has gained
traction among large investors who have grown increasingly leery of the
pharmaceutical industry. Over the past several years, you may recall, many
drugmakers have settled civil and criminal charges in the US for wayward
behavior, such as marketing drugs for unapproved uses and defrauding
Medicare and Medicaid.
Cognizant of the issue, a half dozen drugmakers recently struck a deal with
13 institutional investors, including the UAW Retiree Medical Benefits
Trust, to revise their compensation policies in order to make it easier to
recover payouts to executives. The drugmakers that signed on
include Amgen AMGN -2.42%, Bristol-Myers Squibb BMY +0.44%, Eli Lilly,
Johnson & Johnson JNJ +1.06%, Merck and Pfizer.
One example: the policy revisions will give board compensation committees
"full discretion" to determine if a material violation of company policy
related to the sale, manufacture or marketing of health care services, has
caused significant financial harm to the company and should therefore
trigger consideration of a possible recoupment of incentive compensation
(back story).
At the time, though, the effort was criticized as 'window dressing' and a
'public relations ploy' by Erik Gordon, a professor at the Ross School of
Business at the University of Michigan and a professor at the University
of Michigan Law School. "The compensation committee always had the right
to do prospective changes. That's what a compensation committee does," he
said. "They've put new words out there that mean the same thing. So are
you going to see any change to what happens because of this? No. The same
people who have been on watch the last five years will be on watch the
next five years."
And what does he think of the McKesson policy? "The McKesson policy would
be a joke if it were funny," he tells us. "Theft isn't a problem unless
it is big enough to materially harm McKesson? Does that apply to
warehouse workers and secretaries, too?"
Perhaps the UAW Retiree Medical Benefits Trust took his comments to heart
and recognizes that proposals, if approved formally by shareholders, have
more force.
[CTW INVESTMENT GROUP posted the following tweet on July 30, 2013.]
WSJ: #McKesson directors face tough re-election battle following CtW
Investment Group-led challenge http://ow.ly/ntI35 #corpgov #execpay
[The tweet linked to the following Wall Street Journal report.]
TWO MCKESSON DIRECTORS FACE RE-ELECTION CHALLENGE
By JOANN S. LUBLIN And MARK MAREMONT
Two key directors of McKesson Corp. MCK -0.52% face a tough re-election
challenge Wednesday following complaints that the company has overpaid
its chief executive and won't heed a call by shareholders to split his
chairman and CEO roles.
Activist shareholders advised by CtW Investment Group, an arm of labor
federation Change to Win, are taking aim at compensation committee
chairman Alton F. Irby III and governance committee chairman Jane E.
Shaw at the pharmaceuticals distributor's annual meeting this week in
San Francisco.
The board is taking the challenge seriously, responding by sending some
outside directors to meet with investors and by highlighting the
company's strong shareholder returns.
A McKesson spokesman said the company in 2012 and 2013 actively
solicited feedback from shareholders and proxy advisory services.
"We heard their message clearly," he said. "We implemented significant
changes to our compensation and corporate governance." He declined to
provide an early tally of votes or say whether the company was confident
Mr. Irby and Ms. Shaw would be re-elected. Mr. Irby didn't return a
message left at his office. Ms. Shaw, who reaches the board's mandatory
retirement age of 75 next year, declined to comment.
CtW advises union pension funds owning 1.4 million McKesson shares out
of 228.5 million shares outstanding.
Institutional Shareholder Services, a prominent proxy adviser, has
recommended that McKesson's shareholders oppose Mr. Irby's re-election.
Another major proxy adviser, Glass, Lewis & Co., recommended
shareholders vote against Mr. Irby and Ms. Shaw.
Proxy advisers can be influential, but mutual funds are increasingly
doing their own research and keeping their own counsel on matters up
for a vote. In 2010, Mr. Irby and several fellow pay panel members
almost lost their seats after ISS favored their defeat. Mr. Irby won
just 53% of the vote, and the others received a few percentage points
more. The entire board got re-elected by wide margins last year; all
had been endorsed by ISS and Glass Lewis.
The California Public Employees' Retirement System, which owns 813,345
McKesson shares, will oppose the re-election of the two committee heads.
"Those directors aren't fulfilling their first responsibilities - which
is to represent the owners," said Anne Simpson, Calpers's senior
portfolio manager for corporate governance.
'The California State Teachers' Retirement System, an owner of 759,301
McKesson shares, voted against six directors, including Mr. Irby and Ms.
Shaw, according to a spokesman for the big public pension fund. T. Rowe
Price, the company's biggest shareholder, declined to comment.
CtW also is urging that investors unseat Chief Executive John H.
Hammergren from his post as chairman. McKesson's stock price has
quadrupled during Mr. Hammergren's 14-year command, significantly
outperforming the overall market. The S&P 500 index is up just over a
quarter over the same period.
Still, Mr. Hammergren has drawn fire from activist shareholders over
his outsize pay package, which some say has consistently outpaced the
compensation granted to executives at McKesson's peers. Compensation
consultant Equilar Inc. said Mr. Hammergren received more than $355
million in cash and realized stock compensation over the seven years
ended in March.
The latest controversy erupted after The Wall Street Journal reported
in June that Mr. Hammergren had amassed an executive pension benefit
worth $159 million, which pay consultants said is almost certainly
the largest in history. The pension had grown quickly due to special
concessions made by the company's board, including crediting the CEO
with extra years of service and for pay he never received.
McKesson has said that the pension benefit reflects terms negotiated
years ago with Mr. Hammergren and was swelled by the company's strong
financial performance.
Some activist stockholders expect Mr. Irby will bear the brunt of
their anger over Mr. Hammergren's pay.
McKesson shareholders voted last year to split the roles of chairman
and CEO. The board didn't go along with the nonbinding vote, deciding
instead to name a lead independent director. Investors opposing Ms.
Shaw say the board still needs a separate chairman and criticize
McKesson for omitting a similar resolution from this year's ballot.
Write to Joann S. Lublin at joann.lublin@wsj.com and Mark Maremont at
mark.maremont@wsj.com