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
___________________________________________________________________________
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 17, 2013 taylor.maxwell@berlinrosen.com
LEADING PROXY ADVISORY FIRMS ISS AND GLASS LEWIS SUPPORT
PROPOSAL ON CLAWBACK DISCLOSURE AT JULY 31 MCKESSON
SHAREHOLDER MEETING
New York, NY- Proxy advisory firms Institutional Shareholder Services (ISS)
and Glass Lewis have announced their support for a shareholder proposal
submitted by Amalgamated Bank's LongView Funds and the UAW Retiree Medical
Benefits Trust asking McKesson Corporation (NYSE: MCK) to strengthen and
disclose the use of the company's existing clawback policy. The proposal
is designed to discourage senior executives from engaging in behavior that
could cause significant financial harm to the company and its owners. The
investors are sponsors of the proposal (#10) at the company's annual
shareholder meeting in San Francisco on July 31.
"It's simple: Investors want to see executives' pay aligned with actual
performance," said Scott Zdrazil, Director of Corporate Governance at
Amalgamated Bank. "Despite repeated costly legal and regulatory settlements
at McKesson, investors still don't know if there have been any repercussions
for the executives in charge. 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 the
company's clawback policy and publicly report when the clawback is applied.
First, the proposal 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. Second, 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 and
embezzlement as long as the errant executive does not steal enough money to
materially harm the corporation. Finally, the proposal 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.
"Clawbacks are a simple concept that says, 'If you didn't earn it, you should
return it,'" added Zdrazil. "In the wake of costly settlements, we think it's
crucial for McKesson to have a strong policy that signals 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 toL over 800,000 UAW retirees and dependents.