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Say on Pay Results (As of September 5)

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Say on Pay Results (As of September 5) THIS REPORT CAN BE ACCESSED AT HTTP://WWW.SEMLERBROSSY.COM/SAYONPAY NOTE: THIS WILL BE OUR FINAL SAY ON PAY UPDATE FOR 2012. WE WILL ISSUE A FULL REPORT PROVIDING RESULTS FOR THE ENTIRE 2012 PROXY SEASON IN JANUARY 2013. PLEASE CONTINUE TO VISIT OUR SAY ON PAY BLOG FOR UPDATES. SAY ON PAY RESULTS 2012 RUSSELL 3000 SEPTEMBER 5 2012 SAY ON PAY RESULTS: RUSSELL 3000 SHAREHOLDER VOTING SUMMARY OF FINDINGS 2012 Vote Results (n=2,025) 2 The majority of companies continue to pass Say on Pay in 2012 with substantial shareholder support: — 1,466 companies (72%) passed with over 90% support — 381 companies (19%) passed with between 70% and 90% support — 125 companies (6%) passed with between 50% and 70% support — 53 companies (2.6%) in the Russell 3000 have failed Vote of the Week McKesson received a vote of 62%, a decline of 8% from 2011, amidst criticism from shareholders and 3 their advisors over high relative CEO pay and retirement benefits Vote Results by Industry Health Care companies have received proportionally less support than other industries, while 4 Consumer Staple and Financial companies have received the most support Vote Results and Market Value 5 There does not appear to be a strong correlation between a company’s market value and Say on Pay vote result How Vote Results Changed in 2012 6 Companies below 70% in 2011 have generally received increased vote support in 2012: — 26 of 30 companies that failed in 2011 have passed in 2012 — Companies between 50‐70% in 2011 have improved by an average of 13% in 2012 Vote results for companies above 90% in 2011 have decreased by an average of 4% in 2012 Impact of Proxy Advisors on Vote Results 7 ISS has recommended ‘against’ at 14% of companies it has assessed so far in 2012: — This compares to approximately 12% in 2011 — On average, shareholder support was 30% lower at companies with an ISS ‘against’ in 2012 9 Appendix and Data Tables SEMLER BROSSY | SAY ON PAY | 09.05.12 | 1 2012 SAY ON PAY RESULTS: RUSSELL 3000 SHAREHOLDER VOTING 2012 VOTE RESULTS — 72% of companies passed Say on Pay with over 90% shareholder approval In 2011: 72% of companies passed with over 90% approval — 91% of companies passed Say on Pay with over 70% shareholder approval In 2011: 93% of companies passed with over 70% approval — 53 Russell 3000 companies (2.6%) have so far failed Say on Pay In 2011: 37 Russell 3000 companies (approximately 1%) failed to receive 50% support on Say on Pay Companies that have failed since our last report include: Applied Micro Circuits and Iconix Brand Group 2012 SAY ON PAY VOTE RESULTS (n=2,025) 2.6% 6% PERCENT APPROVAL 19% 90%+ 70 - 90% 50 - 70% Below 50% 72% Source: Semler Brossy data and analysis Notes: As of September 3, 2012. The 2012 sample includes companies that had an Annual Meeting and Say on Pay vote in calendar year 2012. Year over year data presented in this document does not reflect a constant sample. Actuant Corp, as well as approximately 110 other companies, are not included given turnover in the Russell 3000 or timing (Say on Pay became mandatory on January 21, 2011). Russell 3000 sample effective as of the beginning of 2012. SEMLER BROSSY | SAY ON PAY | 09.05.12 | 2 2012 SAY ON PAY RESULTS: RUSSELL 3000 SHAREHOLDER VOTING VOTE OF THE WEEK — McKesson received 62% support in 2012, which represents a year over year decrease of roughly 8% BACKGROUND LAST PROXY SEASON THIS PROXY SEASON Say on Pay Vote Result 70% 62% 1‐Year Total Shareholder Return1 22% 12% 3‐Year Total Shareholder Return1 16% 37% Reported CEO Total Compensation ($000s)2 $45,666 $39,680 — McKesson received slightly more opposition from shareholders in 2012 given continued concerns over relatively high CEO pay both against company and proxy advisor peers, rigor of performance goals, and the high value of retirement benefits; however, shareholder opposition did not extend to the directors, whom received ‘for’ recommendations from ISS and higher shareholder approval in 2012 CONTEXT DETAILS Company • Positive and above GICS median TSR on a 1, 3, and 5‐year basis Performance • Revenue and net income increased 10% and 17%, respectively Pay Program • Annual incentive plan (AIP) based 75% on adjusted EPS and 25% on adjusted EBITDA, with individual modifier that increases max payout (as % of target) from 200% to 300% • Long‐term incentives (LTI) composed of stock options, performance‐based RSUs (tied to 1‐yr adj. EPS, with modifier for ROIC performance), and performance‐based cash (tied 75% to adj. EPS and 25% to adj. operating cash flow) Compensation The Company made several changes to its compensation programs in 2011: Arrangements • Amended performance plan metrics – introduced 25% EBITDA component, 25% operating and Practices cash flow component, and ROIC modifier to AIP, performance cash, and performance‐based RSU plans, respectively (previously, all plans used adjusted EPS as sole metric) • Eliminated individual performance modifier under performance‐based RSU plan • Reduced maximum potential payout under performance‐based cash plan from 300% to 200% • CEO also relinquished excise tax gross‐up and cash severance rights under a change‐in‐ control • Removed two companies from its peer group (General Electric and Oracle) in response to shareholder feedback • Governance changes included extending commitment to prohibit excise tax gross‐up provisions to cover all agreements with executive officers ISS Proposal • “A vote AGAINST is warranted due to the disproportionate level of CEO pay relative to the Summary company's stock performance for the past one and three years against an internal selected Excerpts peer group, as well relative to the median of the company's selected peer group. Adjusted EPS continues to be a predominant performance measure in three incentive programs and the company delivered above target payouts for the fifth consecutive year. With $92.6 million in accrued executive pension, the CEO is relatively insulated from potential poor company/individual performance.” 1 1‐year and 3‐year total shareholder return as of FYE 2010 and FYE 2011. 2 As disclosed in the Summary Compensation Table Source: Semler Brossy analysis, ISS Voting Analytics. SEMLER BROSSY | SAY ON PAY | 09.05.12 | 3 2012 SAY ON PAY RESULTS: RUSSELL 3000 SHAREHOLDER VOTING VOTE RESULTS BY INDUSTRY — Overall, support for Say on Pay has been uniformly high across industries with only a few variations — All companies in Telecommunication Services have passed Say on Pay (n=27) — Companies in Consumer Staples and Financials have received the most support: 79% of companies in Consumer Staples and 78% of companies in Financials have received above 90% approval Financials: Only 6% of companies have received below 70% Consumer Staples: Only 2% of companies have received below 70% — Companies in Health Care have received the least support: 13% of companies have received vote results below 70% and 5% of companies have failed Say on Pay 2012 SAY ON PAY VOTE RESULTS BY GICS SECTOR (n=2,025) 90%+ 70 - 90% 50 - 70% Below 50% 3% 2% 1% 1% 1% 100% 2% 3% 3% 5% 1% 6% 6% 7% 4% 6% 8% 8% 7% 7% 90% 19% 16% 17% 19% 15% 20% 80% 20% 22% 23% 33% 70% 60% 50% 40% 78% 79% 75% 76% 73% 73% Percentage of Companies 70% 67% 65% 30% 59% 20% 10% 0% Financials Industrials Energy Info. Consumer Health Utilities Materials Consumer Telecom. n=460 n=302 n=137 Tech Disc. Care n=71 n=113 Staples Services n=312 n=264 n=269 n=70 n=27 Source: Semler Brossy data and analysis SEMLER BROSSY | SAY ON PAY | 09.05.12 | 4 2012 SAY ON PAY RESULTS: RUSSELL 3000 SHAREHOLDER VOTING VOTE RESULTS AND FINANCIAL METRICS MARKET VALUE — There does not appear to be a strong correlation between a company’s Say on Pay vote result and market value 2012 SAY ON PAY VOTE RESULTS VS MARKET VALUE 2012 AVG. STANDARD MARKET VALUE RANGE # VOTE RESULTS DEVIATION1 $100B + 18 91% 10% $30 - $100B 65 90% 13% $10 - $30B 160 90% 12% $5 - $10B 162 89% 14% $1 - $5B 701 90% 13% $500M - $1B 333 90% 15% Below $500M 586 89% 14% TOTAL / AVERAGE 2025 90% 14% 1 Standard deviation of 2012 vote results; indication of variability in results. Source: Semler Brossy data and analysis 2012 SAY ON PAY VOTE RESULTS VS MARKET VALUE $1,000,000 ILLUSTRATION $100,000 FYE 2011 Market Value: $1,076 2012 Say on Pay Vote: 89% $10,000 $1,000 $100 $10 FYE 2011 Market Value (in millions) 2011 Market FYE $1 0 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2012 VOTE RESULTS $0 Source: Semler Brossy data and analysis SEMLER BROSSY | SAY ON PAY | 09.05.12 | 5 2012 SAY ON PAY RESULTS: RUSSELL 3000 SHAREHOLDER VOTING HOW VOTES RESULTS CHANGED IN 2012 — On average, vote results are roughly flat year over year — Overall, companies that failed –or were close to failing in 2011 (i.e., received a vote result between 50‐70%) – generally are receiving significantly more support. On average: Companies that failed in 2011 are receiving 38% more support (current sample size: 30 companies; all but four – Hercules Offshore, Kilroy Realty, Tutor Perini, and Nabors Industries – have passed) Companies that received 50‐70% in 2011 are receiving 13% more support (current sample size: 125 companies, of which 93 have received more support in 2012) — 1,835 companies (96%) have passed both years, and 48 companies (2.5%) passed in 2011 but failed in 2012 AVERAGE VOTE RESULT CHANGE –BY 2011 VOTE BRACKET AVERAGE CHANGE 2011 RESULT # IN 2012 Under 50% 30 +38% 50 - 70% 125 +13% 70 - 90% 399 +2% Above 90% 1359 -4% TOTAL 1913 -1% Source: Semler Brossy data and analysis 2011 AND 2012 SAY ON PAY VOTE RESULTS 100% 90% ILLUSTRATION 80% 62% in '11, 58% in '12 70% 60% 50% 2011 RESULTS: 40% Above 70% 2012 Vote Results Vote 2012 Between 50-70% 30% Below 50% 2011 Vote Results 20% 20% 30% 40% 50% 60% 70% 80% 90% 100% Source: Semler Brossy data and analysis Note: Year over year data presented in this document does not reflect a constant sample.
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