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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/31/23 Walgreens Boots Alliance, Inc. 8-K:5,9 1/26/23 12:421K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 47K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 170K 7: R1 Document and Entity Information HTML 54K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- d103023d8k_htm XML 21K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.DEF XBRL Definitions -- wba-20230126_def XML 42K 5: EX-101.LAB XBRL Labels -- wba-20230126_lab XML 70K 6: EX-101.PRE XBRL Presentations -- wba-20230126_pre XML 44K 3: EX-101.SCH XBRL Schema -- wba-20230126 XSD 16K 11: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 12: ZIP XBRL Zipped Folder -- 0001193125-23-020487-xbrl Zip 64K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i January 26, 2023
i WALGREENS BOOTS ALLIANCE, INC.
(Exact name of registrant as specified in its charter)
i Delaware | i 001-36759 | i 47-1758322 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
i 108 Wilmot Road, i Deerfield, i Illinois | i 60015 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (847) i 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:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 |
Name of each exchange on which registered | ||
i Common Stock, $0.01 par value | i WBA | i The Nasdaq Stock Market LLC | ||
i 3.600% Walgreens Boots Alliance, Inc. notes due 2025 | i WBA25 | i The Nasdaq Stock Market LLC | ||
i 2.125% Walgreens Boots Alliance, Inc. notes due 2026 | i WBA26 | i 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 i ☐
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 26, 2023, the Board of Directors (the “Board”) of Walgreens Boots Alliance, Inc. (the “Company”), upon the recommendation of the Board’s Nominating and Governance Committee, approved and adopted, effective immediately, the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”). The amendments to the Bylaws include: (a) modifications to the provisions relating to the availability of lists of stockholders entitled to vote at stockholder meetings in Article II, Section 2.6 to reflect recent amendments to the Delaware General Corporation Law (the “DGCL”); (b) revisions to Article II, Section 2.8 to require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; (c) revisions to Article II, Sections 2.15, 2.16 and 2.17 with respect to the notification and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and requiring that stockholder nominees for director provide specified information and sit for interviews with the Board and its committees, if requested; (d) modifications to Article II, Section 2.18 to provide that abstentions and directions to withhold authority will not be considered votes cast in determining the outcome of any election of directors; (e) inclusion of a new Section 3.14 in Article III allowing the Board and committees of the Board to conduct business in the event of an emergency as permitted under the DGCL, and (f) other technical, ministerial, clarifying and conforming changes.
The foregoing summary of the amendments to the Company’s Bylaws is qualified in all respects by reference to the text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting on January 26, 2023.
(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 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 |
Abstentions |
Broker Non-Votes |
|||||||||||||
Janice M. Babiak |
622,276,609 | 9,080,379 | 1,592,400 | 111,155,434 | ||||||||||||
Inderpal S. Bhandari |
625,620,829 | 5,483,849 | 1,844,710 | 111,155,434 | ||||||||||||
Rosalind G. Brewer |
622,191,606 | 9,118,030 | 1,639,752 | 111,155,434 | ||||||||||||
Ginger L. Graham |
605,098,862 | 26,244,952 | 1,605,574 | 111,155,434 | ||||||||||||
Bryan C. Hanson |
621,865,913 | 9,450,283 | 1,633,192 | 111,155,434 | ||||||||||||
Valerie B. Jarrett |
610,461,150 | 21,018,256 | 1,469,982 | 111,155,434 | ||||||||||||
John A. Lederer |
614,689,631 | 16,624,470 | 1,635,287 | 111,155,434 | ||||||||||||
Dominic P. Murphy |
624,122,642 | 7,108,801 | 1,717,945 | 111,155,434 | ||||||||||||
Stefano Pessina |
613,517,812 | 17,700,774 | 1,730,802 | 111,155,434 | ||||||||||||
Nancy M. Schlichting |
592,861,750 | 38,355,706 | 1,731,932 | 111,155,434 |
Proposal No. 2: The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the proxy statement for the Annual Meeting, was approved. There were 555,423,218 votes for, 73,571,554 votes against, and 3,954,616 abstentions. There were 111,155,434 broker non-votes on this proposal.
Proposal No. 3: The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was approved. There were 715,841,987 votes for, 26,216,090 votes against, and 2,046,745 abstentions.
Proposal No. 4: The stockholder proposal requesting report on public health costs due to tobacco product sales and the impact on overall market returns was not approved. There were 64,828,489 votes for, 562,332,664 votes against, and 5,788,235 abstentions. There were 111,155,434 broker non-votes on this proposal.
Proposal No. 5: The stockholder proposal requesting an independent board chairman was not approved. There were 214,178,740 votes for, 416,228,718 votes against, and 2,541,930 abstentions. There were 111,155,434 broker non-votes on this proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
3.1 | Amended and Restated Bylaws of Walgreens Boots Alliance, Inc. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
WALGREENS BOOTS ALLIANCE, INC. | ||||||
Date: January 31, 2023 | By: | |||||
Title: | Senior Vice President, Corporate Secretary |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 1/31/23 | SC 13G/A | ||
For Period end: | 1/26/23 | 4, DEF 14A | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 Walgreens Boots Alliance, Inc. 10-Q 2/29/24 97:12M 1/04/24 Walgreens Boots Alliance, Inc. 10-Q 11/30/23 98:11M 11/22/23 Walgreens Boots Alliance, Inc. 10-K/A 8/31/23 17:513K 10/12/23 Walgreens Boots Alliance, Inc. 10-K 8/31/23 138:20M |