## Facts

- McKesson Corporation scheduled its annual stockholder meeting for July 25, 2001.
- The board fixed the meeting’s record date as May 25, 2001.
- DGCL § 213(a) requires a board-set record date to be no more than 60 and no less than 10 days before the meeting.
- May 25, 2001 was 61 days before July 25, 2001, placing it one day outside the statutory maximum.
- Because of the Memorial Day weekend, relevant exchanges were closed May 26–28, and the eligible stockholder constituency would not have changed between May 25 and May 26.
- Before the meeting, a stockholder (Derdiger) warned McKesson that the 61-day record date violated § 213(a) and asserted that meeting actions would be void if the meeting proceeded.
- McKesson proceeded with the meeting; stockholders approved management proposals by large margins.
- McKesson filed for declaratory judgment that the record date complied with § 213(a) and that the meeting’s elections and resolutions were valid; Derdiger counterclaimed that all actions were void.
- The parties filed cross-motions for summary judgment.

## Issues

1. Whether a record date set 61 days before a stockholder meeting violates DGCL § 213(a)’s “not more than 60 days” requirement.
2. If the record date violates § 213(a), whether actions taken at the meeting must be declared void.

## Decision

- The court held the May 25, 2001 record date was invalid under DGCL § 213(a) because it was 61 days before the July 25 meeting.
- The court declined to void the meeting and upheld the validity of the elections and resolutions adopted at the annual meeting.
- On summary judgment, the court ruled for Derdiger on statutory noncompliance and for McKesson on the validity of the meeting’s actions.

## Legal Principles

- DGCL § 213(a)’s 60-day maximum for a board-fixed record date is applied according to calendar days; a record date 61 days before a meeting violates the statute.
- A technical defect in a record date does not automatically invalidate stockholder action; equitable relief may preserve meeting results where:
  - the defect did not change the voting constituency or impair the fairness of the vote,
  - the corporation acted in good faith, including reasonable reliance on purported authority, and
  - voiding the meeting would be disproportionate to the harm shown.

## Conclusion

The court read DGCL § 213(a) strictly to invalidate a record date set 61 days before a meeting, but used equitable judgment to uphold the meeting’s outcomes where the one-day defect caused no demonstrated prejudice and nullification would be an excessive remedy.


McKesson Corp. v. Derdiger, 793 A.2d 385 (Del. Ch. 2002)