MCKESSON CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On September 30, 2013, McKesson Corporation (the "Company") announced the
appointment of James A. Beer as Executive Vice President and Chief Financial
Officer of the Company. Mr. Beer, age 52, will join the Company on October 9,
2013 and serve its principal financial officer. Mr. Beer will succeed the
Company's interim Chief Financial Officer, Nigel A. Rees, who will continue in
his position as the Company's Vice President and Controller.
Prior to joining the Company, Mr. Beer served as Executive Vice President and
Chief Financial Officer of Symantec Corporation, from February 2006 to October
2013. Mr. Beer also served as Senior Vice President and Chief Financial Officer
of AMR Corporation ("AMR") and American Airlines, Inc., AMR's principal
subsidiary, from January 2004 to February 2006. From September 1991 to January
2004, Mr. Beer held other management positions in finance and operations at
American Airlines, including leading the airline's European and Asia Pacific
businesses. No family relationship exists between Mr. Beer and any of the
Company's directors or executive officers.
In connection with his appointment as the Company's Executive Vice President and
Chief Financial Officer, Mr. Beer will be paid a base salary of $800,000, which
will be subject to annual review. Mr. Beer will be eligible to participate in
the Company's Management Incentive Plan (the "MIP") with a target award of 100%
of his eligible earnings. The Company will also recommend to the Compensation
Committee of the Board of Directors that Mr. Beer receive a target cash
long-term incentive award of $635,000 for the fiscal year 2014-2016 cycle, a
target performance-based restricted stock unit ("PeRSU") award with a grant date
value of $1,270,000, and a stock option with a grant date value of $1,270,000.
The PeRSU award will vest in full in 2017 and the stock option will vest 25% per
year on each of the first four anniversaries of the date he commences employment
with the Company. In addition, Mr. Beer will receive a sign-on bonus in the
amount of $1,147,500, of which $787,500 will be subject to prorated repayment in
the event of termination for any reason within two years following his receipt
of the payment unless termination is by the Company without "Cause" (as defined
in the Company's 2013 Stock Plan and applicable award agreements) or due to his
death or long-term disability. Mr. Beer will also receive an employment bonus of
$446,000 if he remains continuously actively employed by the Company as of
March 31, 2014. The Company will also recommend to the Compensation Committee
that Mr. Beer receive a new hire grant of restricted stock units ("RSUs") with a
grant date value of $5,500,000, which will vest 50% on each of June 1, 2014 and
June 1, 2015 (subject to accelerated vesting in the event of a termination by
the Company without Cause), as well as a special RSU award with a grant date
value of $1,000,000, which will vest on the third anniversary of the date he
commences employment with the Company. Mr. Beer will also be eligible to
participate in the Company's general benefit plans and he will be eligible to
receive certain benefits and perquisites provided to the Company's executive
officers, including financial counseling services, executive travel services, an
annual executive physical and certain other executive program benefits.
Mr. Beer will also be eligible for participation in the Severance Policy for
Executive Employees, as amended and restated on April 23, 2013 (the "Executive
Severance Policy") and the Change in Control Policy for Selected Executive
Employees, as amended and restated on October 26, 2010 (the "CIC Policy"). The
Executive Severance Policy applies in the event an executive is terminated by
the Company for reasons other than for "Cause" (as defined in the policy), and
the termination is not covered by the CIC Policy. The CIC Policy provides
severance payments to the Company's executives who, in the Compensation
Committee's discretion, are selected annually for participation. Payments under
the CIC Policy are paid only upon a qualifying separation from service that
occurs within six months prior to, or 24 months following, a "Change in Control"
(as defined in the policy). Under the CIC Policy, a
qualifying separation from service is one that is by the Company without "Cause"
(as defined in the policy) and either proximate to or instigated by the party
involved in, or otherwise in connection with, the Change in Control, or a
resignation by the participant for "Good Reason" (as defined in the policy).
For more information about the Company's executive compensation program,
including a description of each plan identified above, please refer to the 2013
annual definitive proxy statement that was filed by the Company with the
Securities and Exchange Commission on June 21, 2013.
Item 7.01 Regulation FD Disclosure.
On September 30, 2013, the Company issued a press release announcing the
appointment of Mr. Beer as its Executive Vice President and Chief Financial
Officer. A copy of the Company's press release is attached hereto as Exhibit
The information contained in this item, including Exhibit 99.1, is furnished to
the Securities and Exchange Commission (the "Commission"), but shall not be
deemed "filed" with the Commission for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release issued by the Company dated September 30, 2013.
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