U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
MCKESSON CORPORATION
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2. Name of the person relying on exemption:
AMALGAMATED BANK LONGVIEW FUNDS
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3. Address of the person relying on exemption:
275 SEVENTH AVENUE, NEW YORK, NY 10001
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4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
(LOGO) AMALGAMATED BANK (LOGO) UAW RETIREE MEDICAL BENEFITS TRUST
For Immediate Release Contact: Taylor Maxwell, 646-200-5330
July 29, 2013 taylor.maxwell@berlinrosen.com
VOTE ON CLAWBACK PROPOSAL SET FOR MCKESSON CORP
SHAREHOLDER MEETING WEDNESDAY
Proposal would increase transparency, enhance executive accountability
and encourage pay-for-performance at the company
New York, NY, July 29, 20130- Two major investor groups are backing a
proposal- scheduled for a vote on Wednesday at McKesson Corporation's (NYSE:
MCK) annual shareholder meeting - that would significantly strengthen the
company's clawback policy. The proposal, submitted by Amalgamated Bank's
LongView Funds and the UAW Retiree Medical Benefits Trust, is designed to
increase transparency, encourage executive pay-for-performance, and
discourage senior executives from engaging in behavior that could cause
significant financial harm to the company. Proxy advisory firms Institutional
Shareholder Services (ISS) and Glass Lewis have also announced their support
for the shareholder proposal.
"Clawbacks reinforce pay for performance: if executives' pay was based on
misconduct or false financial reports, it should be returned" said Scott
Zdrazil, Director of Corporate Governance at Amalgamated Bank. "It is not in
the company's or investors' interest to see a repeat of costly legal
settlements at McKesson. If an executive's actions have caused significant
financial harm to the company and its shareholders, the board should have
the authority to adjust pay accordingly and shareholders should know about
it."
The shareholder proposal asks the company board to both strengthen McKesson's
clawback policy and to publicly report when the clawback is applied. The
proposal has three main elements:
- It argues that the company's current policy is too weak because it limits
misconduct to acts that are "intentional," irrespective of the degree of
harm such misconduct may cause.
- It submits that the existing policy sets too high a standard under which
clawbacks may be applied, noting that the current standard would not cover
fraud, theft or embezzlement as long as the errant executive does not steal
enough money to materially harm the corporation.
- It asks the company to disclose when a clawback policy is applied, which
the proponents note is important for investors' confidence in the board's
commitment to deter fraud and promote an ethical culture.
McKesson has paid over $1 billion in recent years to settle various regulatory
and legal disputes but has not publicly disclosed any application of a clawback
policy. At the same time, Forbes reported last year that McKesson CEO John
Hammergren was the highest paid executive in the country, earning $131.19
million in total compensation. And this year, the company set a record when
it agreed to a $159 million pension plan for Hammergren.
"We encourage the Board to strengthen its clawback and commit to transparency,"
said Zdrazil. "Doing so will signal to executives and shareholders alike that
future costly settlements will have consequences and corporate assets will be
recovered."
"We believe effective clawback policies help companies mitigate regulatory and
legal risks by defining expectations for ethical behavior and consequences for
misconduct," added Meredith Miller, Chief Corporate Governance Officer for the
UAW Retiree Medical Benefits Trust.
Amalgamated Bank's LongView Funds and the UAW Trust collectively hold 150,999
shares of McKesson Corp.
ABOUT AMALMGAMATED BANK
Established in 1923 by the Amalgamated Clothing Workers of America,
Amalgamated Bank continues the progressive traditions of its founders as the
largest majority union-owned bank in the United States. The bank's corporate
divisions include Retail Banking, Amalgamated CapitalTM, Investment Management,
Commercial Banking, and Commercial Real Estate Finance. Amalgamated has 24
retail branches including 20 in New York City as well as branches in: Las
Vegas, Nevada; Lyndhurst, New Jersey; Pasadena, California, and Washington,
D.C. Amalgamated Bank's LongView Funds manage about $10 billion in assets for
various institutional investors, primarily employee benefit funds. The Bank
works to enhance shareholder value through corporate governance reforms at
portfolio companies. Visit www.amalgamatedbank.com.
ABOUT THE UAW RETIREE MEDICAL BENEFITS TRUST
The $52.4 billion UAW Retiree Medical Benefits Trust is the largest
non-governmental payor of retiree health care benefits in the United States,
providing health care benefits to over 800,000 UAW retirees and dependents.
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