Current Report Filing (8-k)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2020

WALGREENS BOOTS ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36759

47-1758322

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)


108 Wilmot Road, Deerfield, Illinois		60015
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 315-2500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	WBA	The Nasdaq Stock Market LLC
2.875% Walgreens Boots Alliance, Inc. notes due 2020	WBA20	The Nasdaq Stock Market LLC
3.600% Walgreens Boots Alliance, Inc. notes due 2025	WBA25	The Nasdaq Stock Market LLC
2.125% Walgreens Boots Alliance, Inc. notes due 2026	WBA26	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a) Walgreens Boots Alliance, Inc. (the “Company”) held its Annual Meeting of Stockholders on January 30, 2020 (the “Annual Meeting”).

(b) Set forth below are the voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting:

Proposal No. 1: The stockholders voted for the election of the following directors to serve on the Board of Directors until the next Annual Meeting of Stockholders or until their successors are elected and qualified (or any such director’s earlier death, resignation or removal):


	Votes For		Votes Against		Abstentions		Broker Non-Votes

José E. Almeida		653,585,062		20,693,069		1,731,942		107,032,055

Janice M. Babiak		658,767,801		15,593,647		1,648,625		107,032,055

David J. Brailer		657,085,428		17,064,005		1,860,640		107,032,055

William C. Foote		621,657,337		52,420,640		1,932,096		107,032,055

Ginger L. Graham		658,966,278		15,367,151		1,676,644		107,032,055

John A. Lederer		650,036,449		24,107,548		1,866,076		107,032,055

Dominic P. Murphy		662,379,898		11,816,655		1,813,520		107,032,055

Stefano Pessina		654,186,960		20,069,559		1,753,554		107,032,055

Nancy M. Schlichting		622,857,778		51,537,958		1,614,337		107,032,055

James A. Skinner		649,778,283		24,396,592		1,835,198		107,032,055

Proposal No. 2: The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2020 was approved. There were 755,548,283 votes for, 24,753,133 votes against, and 2,740,712 abstentions.

Proposal No. 3: The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved. There were 559,590,843 votes for, 109,572,606 votes against, and 6,846,624 abstentions. There were 107,032,055 broker non-votes on this proposal.

Proposal No. 4: The stockholder proposal requesting an independent Board Chairman was not approved. There were 257,011,642 votes for, 415,851,448 votes against, and 3,146,983 abstentions. There were 107,032,055 broker non-votes on this proposal.

Proposal No. 5: The stockholder proposal was withdrawn by the proponent.

Proposal No. 6: The stockholder proposal regarding the ownership threshold for calling special meetings of stockholders was not approved. There were 263,492,691 votes for, 408,721,255 votes against, and 3,796,127 abstentions. There were 107,032,055 broker non-votes on this proposal.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.