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Mckesson Corporation John.Saia@Mckesson.Com June 1, 2017 John Saia McKesson Corporation [email protected] Re: McKesson Corporation Incoming letter dated March 28, 2017 Dear Mr. Saia: This is in response to your letters dated March 28, 2017 and May 9, 2017 concerning the shareholder proposal submitted to McKesson by the New York State Common Retirement Fund. We also have received a letter on the proponent’s behalf dated April 24, 2017. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf- noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, Matt S. McNair Senior Special Counsel Enclosure cc: Cornish F. Hitchcock Hitchcock Law Firm PLLC [email protected] June 1, 2017 Response of the Office of Chief Counsel Division of Corporation Finance Re: McKesson Corporation Incoming letter dated March 28, 2017 The proposal requests that the company issue a report describing the controlled distribution systems it implements on behalf of manufacturers to prevent the diversion of restricted medicines to prisons for use in executions, its process for monitoring and auditing these systems to check for and safeguard against failure and how it reports back to manufacturers on the way these systems are functioning. There appears to be some basis for your view that McKesson may exclude the proposal under rule 14a-8(i)(7), as relating to McKesson’s ordinary business operations. In this regard, we note that the proposal relates to the sale or distribution of particular products to its customers. Accordingly, we will not recommend enforcement action to the Commission if McKesson omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7). Sincerely, Ryan J. Adams Attorney-Adviser DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division’s staff considers the information furnished to it by the company in support of its intention to exclude the proposal from the company’s proxy materials, as well as any information furnished by the proponent or the proponent’s representative. Although Rule 14a-8(k) does not require any communications from shareholders to the Commission’s staff, the staff will always consider information concerning alleged violations of the statutes and rules administered by the Commission, including arguments as to whether or not activities proposed to be taken would violate the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff’s informal procedures and proxy review into a formal or adversarial procedure. It is important to note that the staff’s no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no-action letters do not and cannot adjudicate the merits of a company’s position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly, a discretionary determination not to recommend or take Commission enforcement action does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the company’s management omit the proposal from the company’s proxy materials. John G. Saia Associate General Counsel and Corporate Secretary 1934 Act/Rule 14a-8 May 9, 2017 VIA E-MAIL ([email protected]) Office of Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: McKesson Corporation Stockholder Proposal Submitted by The New York State Common Retirement Fund Securities Exchange Act of 1934 – Section 14(a), Rule 14a-8 Ladies and Gentlemen: This letter concerns the request, dated March 28, 2017 (the “Initial Request Letter”), that McKesson Corporation, a Delaware corporation (the “Company”) submitted seeking confirmation that the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) will not recommend enforcement action to the Commission if, in reliance on Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company omits the stockholder proposal (the “Proposal”) and supporting statement (the “Supporting Statement”) submitted by The New York State Common Retirement Fund (the “Proponent”) from the Company’s proxy materials for its 2017 Annual Meeting of Stockholders (the “2017 Proxy Materials”). The Proponent’s representative has submitted a letter to the Staff, dated April 24, 2017 (the “Proponent Letter”), expressing the view that the Proposal and Supporting Statement may not be omitted from the 2017 Proxy Materials. We submit this letter to supplement the Initial Request Letter and respond to the views expressed in the Proponent Letter. We also renew our request for confirmation that the Staff will not recommend enforcement action to the Commission if the Company omits the Proposal and Supporting Statement from its 2017 Proxy Materials in reliance on Rule 14a-8. We have concurrently sent copies of this correspondence to the Proponent. I. The Proposal May Be Excluded Under Rule 14a-8(i)(7) As It Relates To The Company’s Ordinary Business Operations For the reasons set forth in the Initial Request Letter, the Company continues to be of the view that it may properly omit the Proposal and Supporting Statement from its 2017 Proxy Materials in reliance on Rule 14a-8(i)(7) as the Proposal relates to the Company’s ordinary business operations. In the Proponent Letter, the Proponent acknowledges that the Staff recently Office of Chief Counsel Division of Corporation Finance Page 2 concurred with the exclusion of a similar proposal relating to the distribution of medicines for use in executions, but asks that the Staff overturn that recent precedent. See Pfizer, Inc. (March 1, 2016). The Proponent provides no compelling rationale for why circumstances have changed such that the Staff should now ignore its most recently expressed view that such proposals may be excluded. As support, the Proponent cites a shortage of medicines that can be use in executions as a key development since the Staff’s recent conclusion in Pfizer, Inc. That assertion is incorrect as a shortage in such medicines has existed for years. See the bibliography attached as Appendix A. The Proponent further discusses the Company’s distribution of opioids as a change in circumstances since Pfizer, Inc. However, the Proponent’s discussion of the Company’s opioid distribution channel demonstrates that the Proposal focuses on the Company’s ordinary business – the sale and distribution of products to its customers – and not a significant policy issue. The Proponent asserts that the “[Proposal] focuses solely on a ‘significant policy’ issue … the impermissible use of medicines to carry out execution by lethal injection.” See p. 2 of the Proponent Letter. That assertion, however, is also inaccurate given the Proponent’s emphasis on the Company’s distribution of medicines that are not used in executions, specifically opioids, as a key factor with respect to the Proposal. See p. 7 of the Proponent Letter. The Proponent further asserts that the no-action responses cited in Section II.B of the Initial Request Letter relate solely to a company’s “ability to choose the suppliers with which it does business or the terms and conditions of that relationship” but not ongoing activities with respect to those relationships. That view is an overly narrow reading of the Staff’s prior positions. The Company’s ongoing activities with respect to those relationships, including managing supplier relationships and complying with supplier contracts, involve basic, day-to-day decisions and are as fundamental to the Company’s operations as the selection of those suppliers and establishing the terms and conditions of those relationships. Currently, more than 500 pharmaceutical suppliers support the Company’s distribution of thousands of different medicines, and each supplier relationship is subject to a unique set of terms and conditions. The distribution reach of this portion of the Company’s business is also very broad, having generated more than $188 billion of revenues for its 2016 fiscal year. Managing supplier and customer relationships, in accordance with the applicable terms and conditions of those contractual relationships, are fundamental to the Company’s daily operations. As a result, the Company expends substantial resources on day-to-day relationship management throughout the enterprise. The Company’s recent activities with respect to the State of Arkansas as described in the Proponent Letter are examples of the Company’s ongoing management of its relationships and compliance with supplier contracts, which is clear from the description of the litigation matters referenced in the Proponent
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