UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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Walgreens Boots Alliance, Inc.

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Dear Fellow Stockholders:   I am pleased to present the Walgreens Boots Alliance Proxy Statement with details of our steadfast and ongoing commitment to sound corporate governance. My fellow directors and I are dedicated to strong, independent Board leadership and to evolving our governance practices with the benefit of open dialogue with stockholders. This engagement, and an understanding of stockholder priorities, is critical to our success.   I would like to take this opportunity to thank the stockholders who met with us over the past year and provided invaluable input to our corporate governance practices. We are grateful for the opportunity to continue these important conversations.		William C. Foote

As in prior years, we continue to conduct a robust, multi-step Board evaluation process, which we believe is an essential component of Board effectiveness. We also regularly discuss director succession and board refreshment, both in executive sessions and as a full Board.

Our Company’s performance was strong in fiscal 2018 with growth in many financial and operating metrics, including earnings, operating income, cash flow, U.S. prescriptions filled and U.S. retail prescription market share. Our businesses delivered continued progress while operating in the highly competitive healthcare and retail industries, which have experienced significant consolidation.

We maintained our disciplined approach to capital allocation during 2018; investing opportunistically to expand our offering and our footprint, drive growth and develop our human capital. We continued to demonstrate our commitment to return excess cash to our stockholders over the long term, through the 43rd consecutive annual increase in our dividend (including by our predecessor company, Walgreen Co.), as well as the authorization in June 2018 of a $10 billion share repurchase program.

We are pleased to have completed the acquisition of all 1,932 Rite Aid stores that we agreed to purchase from Rite Aid Corporation under an amended and restated asset purchase agreement. The transaction, including the transition of three distribution centers and related inventory that began during fiscal 2019, furthers our Company’s commitment to accessible, affordable, quality healthcare in the U.S. and to advance consumer access to pharmacy-led health and wellbeing.

Our Company touches millions of lives around the world every day, through the medicines we dispense and distribute, our convenient retail stores and our health and beauty products. Thus, we believe we are uniquely situated to help people, communities and the planet. The Board’s Nominating and Governance Committee, which I chair and which is made up entirely of independent directors, continued to review and monitor our Company’s Corporate Social Responsibility (CSR) policies and activities.

The Board, through the Committee, shares in our Company’s commitment to responsible leadership, sustainable business practices and transparency. Our Company has impacted millions of lives through our healthcare-centered CSR initiatives, helping to provide lifesaving immunizations, life-changing vitamins, health screening and HIV testing; educating our pharmacists to assist patients with the emotional as well as the physical aspects of cancer; supporting cancer research; providing access to healthcare services and continuity of care following natural disasters; and raising awareness around dementia and mental health. Consistent with input received from our stockholders, we took action to support our Company’s efforts to help combat the U.S. opioid abuse crisis through the expansion of a safe medication takeback program and other initiatives.

Our 2019 Annual Meeting of Stockholders will be held on Friday, January 25, 2019 at 8:30 a.m. Eastern Standard Time at the Lotte New York Palace, 455 Madison Avenue at 50th Street, New York, New York 10022. We look forward to seeing you there. Even if you cannot attend in person, your vote is very important. Please vote at your earliest convenience.

On behalf of my fellow independent directors and the entire Board, thank you for your investment in Walgreens Boots Alliance and the trust and confidence it implies.

Sincerely,

William C. Foote

Lead Independent Director

 

December 6, 2018

Deerfield, Illinois

To the Stockholders of Walgreens Boots Alliance, Inc.:

Notice is hereby given that the 2019 Annual Meeting of Stockholders of Walgreens Boots Alliance, Inc., a Delaware corporation, will be held on Friday, January 25, 2019 at 8:30 a.m. Eastern Standard Time at Lotte New York Palace, 455 Madison Avenue at 50th Street, New York, New York 10022, for the following purposes:

 

1.

To vote on the election of 11 director nominees named in this proxy statement;

 

2.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending August 31, 2019;

 

3.

To approve, on an advisory basis, our named executive officer compensation;

 

4.

To approve the amended and restated Walgreens Boots Alliance, Inc. Employee Stock Purchase Plan;

 

5.

To consider four stockholder proposals, if properly presented at the meeting; and

 

6.

To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on November 26, 2018 as the record date for identifying stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment thereof.

Your vote is important. Please vote by Internet, telephone, or mail as soon as possible to ensure your vote is recorded properly.

If you want to attend the Annual Meeting in person, you must pre-register and obtain an admission ticket in advance. To do so, please follow the instructions on page 99 of this proxy statement.

By order of the Board of Directors,

Joseph B. Amsbary, Jr.

Vice President, Corporate Secretary

 

		Page
Proxy Statement Summary			1
Proposal 1: Election of Directors			7
Director Nomination Process			7
Board Membership Criteria			9
2019 Director Nominees			12
Governance			18
Our Commitment to Strong Corporate Governance			18
Board Leadership Structure			18
Director Independence			19
Related Party Transactions			23
Board Meetings and Attendance			25
Board Committees			25
Board Oversight of Strategy and Risk Management			28
Director Orientation and Continuing Education			29
Board Evaluation and Director Peer Review Process			29
Additional Topics of Interest			30
Director Compensation			34
Security Ownership of Certain Beneficial Owners and Management			37
Section 16(a) Beneficial Ownership Reporting Compliance			39
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm			40
Independent Registered Public Accounting Firm Fees and Services			40
Audit Committee Report			42
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation			44
Executive Compensation			45
Compensation Discussion and Analysis			45
I.  Executive Summary			46
II.  Executive Compensation Philosophy and Process			49
III.  Target Setting for Incentive Compensation			52
IV.  Annual Compensation			53
V.  Long-Term Compensation			56
VI.  CEO and Executive Chairman Compensation			59
VII.  Executive Compensation Program Updates for 2019			60
VIII.  Retirement and Other Benefits			61
IX.  Other Matters			64
Compensation Committee Report			66
Executive Compensation Tables and Supporting Information			67
CEO Pay Ratio			76
Proposal 4: Approval of the Amended and Restated Walgreens Boots Alliance, Inc. Employee Stock Purchase Plan			77
Equity Compensation Plan Information			81
Proposals 5–8: Stockholder Proposals			83
Proposal 5—Stockholder Proposal Requesting an Independent Board Chairman			83
Proposal 6—Stockholder Proposal Regarding the Use of GAAP Financial Metrics for Purposes of Determining Senior Executive Compensation			85
Proposal 7—Stockholder Proposal Requesting Report on Governance Measures Related to Opioids			87
Proposal 8—Stockholder Proposal Regarding the Ownership Threshold for Calling Special Meetings of Stockholders			90
Questions and Answers About the Proxy Materials and the Annual Meeting			93
Additional Information			99
Exhibit A—Reconciliation of GAAP and Non-GAAP Financial Measures			A-1
Exhibit B—Walgreens Boots Alliance, Inc. Employee Stock Purchase Plan			B-1

 

 

Walgreens Boots Alliance, Inc., a Delaware corporation, is the successor to Walgreen Co., an Illinois corporation (“Walgreens”), following the completion of the holding company reorganization approved by Walgreens shareholders on December 29, 2014. Unless otherwise stated, references herein to the “Company,” “we,” “us,” and “our” refer to Walgreens Boots Alliance, Inc. from and after the effective time of the holding company reorganization on December 31, 2014 and, prior to that time, to its predecessor Walgreens. Unless otherwise stated, all information presented in this proxy statement (this “Proxy Statement”) is based on our fiscal calendar, which ends on August 31 (e.g., references to “2018” refer to the fiscal year ended August 31, 2018).

 

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated 11 directors for election at the Annual Meeting, each to hold office until our next annual meeting of stockholders and until his or her successor is duly elected and qualified or upon his or her earlier death, resignation, or removal.

All of the nominees are currently directors. Each nominee was elected to the Board by our stockholders at our 2018 annual meeting of stockholders (the “2018 Annual Meeting”) with the support of more than 96% of votes cast. All of the nominees are expected to attend the Annual Meeting.

Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Consequently, we know of no reason why any of the nominees would be unable or unwilling to serve if elected. However, if any nominee is for any reason unable or unwilling to serve, the proxyholders intend to vote all proxies received by them for any substitute nominee proposed by the Board (consistent with any applicable terms of the Shareholders’ Agreement, as defined and described further in “—Director Nomination Process—Shareholders’ Agreement” below), unless the Board instead chooses to reduce its size.

Director Nomination Process

 

We believe decisions regarding the structure and composition of the Board are critical to ensuring a strong Board that is best suited to guide the Company in the future. As specified in its charter, the Nominating and Governance Committee oversees our director candidate nomination process. The Nominating and Governance Committee recommends to the Board a slate of candidates for election at each annual meeting of stockholders. The Nominating and Governance Committee’s goal is to put forth a diverse slate of candidates with a combination of skills, experience, and personal qualities that will best serve the Board, the Company, and our stockholders.

The Nominating and Governance Committee considers a wide range of factors when assessing potential director nominees. This assessment includes a review of the potential nominee’s judgment, experience, independence, understanding of our business or other related industries, and such other factors as the Nominating and Governance Committee concludes are pertinent in light of the current needs of the Board. With respect to the potential re-nomination of current directors, the Nominating and Governance Committee assesses their current contributions to the Board. The Nominating and Governance Committee also evaluates whether a potential director nominee meets the qualifications required of all directors and any of the key qualifications and experience to be represented on the Board, as described further in “—Board Membership Criteria” below.

 

The Nominating and Governance Committee assesses how each potential nominee would impact the skills and experience represented on the Board as a whole in the context of the Board’s overall composition and the current and future needs of the Company and the Board. Among other matters, the Nominating and Governance Committee considers the results of the annual evaluation of the Board and its committees, which the Nominating and Governance Committee also oversees, when assessing potential director nominees. More detail regarding this annual evaluation process can be found in “Governance—Board Evaluation and Director Peer Review Process” below.

 

 

Board Refreshment and Committee Rotation

The Board believes that refreshment, including periodic committee rotation, is important to help ensure that Board composition is aligned with the needs of the Company and the Board as our business evolves over time, and that fresh viewpoints and perspectives are regularly considered.

As part of planning for director succession, the Nominating and Governance Committee periodically engages in the consideration of potential director candidates, often with the assistance of a third-party advisor or recruitment firm. Of the Board’s nine independent directors, five have joined the Board since January 1, 2012.

The Board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides significant value, and therefore a significant degree of continuity year-over-year is beneficial to stockholders and generally should be expected.

The Board does not have absolute limits on the length of time that a director may serve, but considers the tenure of directors as one of several factors in re-nomination decisions. The Board has established a retirement age of 75. Subject to our contractual obligations and applicable law, no individual is eligible for election to the Board after his or her 75th birthday unless the Nominating and Governance Committee makes a finding that the nomination of the individual is in the best interests of the Company notwithstanding the individual’s age, and the nomination is also approved by the Board.

Stefano Pessina, our Executive Vice Chairman and Chief Executive Officer, will be older than this retirement age as of the date of the Annual Meeting. However, as described further in “—Shareholders’ Agreement” below, Mr. Pessina is the contractual designee of the SP Investors (as defined below) for nomination to the Board, and the Shareholders’ Agreement (as defined below) includes a contractual waiver of any mandatory retirement age policy applicable to his service on the Board.

While the Board believes that age and tenure are important considerations in assessing Board composition, it also believes the best interests of the Company are served by being able to take advantage of all available talent. Therefore, the Board does not intend to make determinations with regard to its membership based solely on age or tenure.

 

 

Majority Voting Standard

Our by-laws state that if a nominee for director who was in office prior to the Annual Meeting is not elected and no successor is elected at such Annual Meeting, the director must promptly tender his or her resignation from the Board. Thereafter, the Nominating and Governance Committee will make a recommendation to the Board about whether to accept or reject the resignation or whether to take other action. The Board, excluding the director in question, will act on the recommendation of the Nominating and Governance Committee and publicly disclose its decision and its rationale within 90 days from the date the election results are certified.

 

 

 

Stockholder-Recommended Director Candidates

Nominees may be suggested by directors, members of management, stockholders, or other third parties. Stockholders who would like the Nominating and Governance Committee to consider their recommendations for director nominees should submit their recommendations in writing by mail to Walgreens Boots Alliance, Inc., 108 Wilmot Road, MS #1858, Deerfield, Illinois 60015, Attention: Corporate Secretary. The Nominating and Governance Committee considers stockholder-recommended candidates on the same basis as other suggested nominees.

 

 

Stockholder-Nominated Director Candidates (“Proxy Access”)

In October 2015, after engaging with a number of our stockholders to understand their views on the desirability of proxy access and the appropriate proxy access framework for the Company, we adopted a proxy access by-law. This by-law permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in Article II, Section 2.20 of our by-laws. See “Additional Information—Director Nominations for Inclusion in the Proxy Statement for the 2020 Annual Meeting” below for more information.

Stockholders, including those stockholders who are not eligible to nominate director candidates under our proxy access by-law, may also nominate director candidates in accordance with the advance notice provisions described in our by-laws. See “Additional Information—Other Proposals or Director Nominations for Presentation at the 2020 Annual Meeting” below for more information.

 

 

Shareholders’ Agreement

On August 2, 2012, in connection with Walgreens’ acquisition of 45% of Alliance Boots GmbH (“Alliance Boots”), Walgreens, Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and, inter alios, Stefano Pessina, our current Executive Vice Chairman and Chief Executive Officer (and together with certain of his affiliates, the “SP Investors”) entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”). Pursuant to the Shareholders’ Agreement, for so long as the SP Investors continue to meet certain common stock beneficial ownership thresholds and subject to certain other conditions, the SP Investors are entitled to designate a nominee for election to the Board. The SP Investors continue to meet these beneficial ownership thresholds, and Mr. Pessina is the current designee of the SP Investors. For more information about the Shareholders’ Agreement, see “Governance—Our Commitment to Strong Corporate Governance—Related Party Transactions—Shareholders’ Agreement” below.

Board Membership Criteria

 

Pursuant to its charter, the Nominating and Governance Committee is charged with establishing criteria to be used by the Board for selecting directors. The Nominating and Governance Committee believes there are general qualifications that all directors should exhibit and other key qualifications and experience that should be represented on the Board as a whole, but not necessarily by each director.

 

 

 

Qualifications Required of All Directors

The Nominating and Governance Committee seeks to construct a Board consisting of directors with the following qualities:

 

 

With respect to directors who are not employees of the Company (“Non-Employee Directors”), the Nominating and Governance Committee also focuses on continued independence under the listing standards of The Nasdaq Global Select Market (“Nasdaq”), transactions that may present conflicts of interest, changes in principal business activities, and overall prior contributions to the Board.

 

 

 

Key Qualifications and Experience to be Represented on the Board

The Board has identified key qualifications and experience that are important to be represented on the Board as a whole in light of our current business strategy and expected needs. The table below summarizes the key qualifications and experience of each nominee. This summary is not intended to be an exhaustive list of each nominee’s skills or contributions to the Board.

 

 

Key Competencies/Experience

Business Development and M&A

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Corporate Governance

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Current or Former Public Company CEO

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Finance and Accounting

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Global Operations

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Healthcare or Regulated Industries

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Human Capital

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Retail or Consumer-Facing Industries

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Risk Management

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Technology or E-commerce

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Jose E. Almeida Janice M. Babiak David J. Brailer William C. Foote Ginger L. Graham John A. Lederer Dominic P. Murphy Stefano Pessina Leonard D. Schaeffer Nancy M. Schlichting James A. Skinner

 

 

Consideration of Diversity

The Nominating and Governance Committee also assesses whether the group of nominees is comprised of individuals with a diversity of perspectives, backgrounds, and professional experiences that would best serve the Board, the Company, and our stockholders. The Board, in accordance with our Corporate Governance Guidelines (the “Corporate Governance Guidelines”), considers diversity in broad terms, including consideration of competencies, experience, geography, gender, ethnicity, race, and age, with the goal of obtaining diverse perspectives, backgrounds, and professional experiences.

 

2019 Director Nominees

 

Our by-laws provide that the number of directors shall be determined by the Board, which has currently set the number at 11. The Board reserves the right to increase or decrease its size at any time.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated each of the following 11 nominees for election at the Annual Meeting. All of the nominees, other than Messrs. Pessina and Skinner, are independent under Nasdaq listing standards. See “Governance—Director Independence” below for more information.

The Board believes that each nominee has the skills, experience, and personal qualities the Board seeks in its directors, and that the combination of these nominees creates an effective and well-functioning Board, with a diversity of perspectives, backgrounds, and professional experiences that best serves the Board, the Company, and our stockholders.

Included in each director nominee’s biography is a description of select key qualifications and experience that led the Board to conclude that each nominee is qualified to serve as a member of the Board. All biographical information below is as of the Record Date.

 

José E. Almeida     Director since: April 2017   Age: 56   Independent   Committee Memberships: •  Compensation •  Nominating and Governance   Other Public Company Boards: •  Baxter International Inc.				Mr. Almeida has served as the Chairman of the Board and Chief Executive Officer of Baxter International Inc. (Baxter), a global medical device company, since January 2016. He began serving as an executive officer of Baxter in October 2015, having served as Senior Advisor with The Carlyle Group, a global alternative asset manager, from May 2015 to October 2015. He served as the Chairman, President and Chief Executive Officer of Covidien plc (Covidien), a global healthcare products company, from March 2012 to January 2015 prior to Medtronic Inc.’s acquisition of Covidien; and as President and Chief Executive Officer of Covidien from July 2011 to March 2012. He served in several executive roles at Covidien (formerly Tyco Healthcare) between April 2004 and June 2011. Mr. Almeida served on the board of directors of State Street Corporation from October 2013 to November 2015; Analog Devices, Inc. from December 2014 to November 2015; and EMC Corporation from January 2015 to November 2015.     Key Qualifications and Experience Mr. Almeida has substantial knowledge of the healthcare industry and considerable expertise in leading complex, highly-regulated global organizations, primarily as a result of his roles at Baxter and Covidien. As a native of Brazil, Mr. Almeida brings a diverse perspective alongside his significant international business experience. With his experience as a director of several large, publicly-traded companies, he has an extensive background in public company governance and has dealt with a wide range of issues, including risk management, talent development, executive compensation, and succession planning.

 

 

Janice M. Babiak     Director since: April 2012   Age: 60   Independent   Committee Memberships: •  Audit (Chair) •  Finance   Other Public Company Boards: •  Bank of Montreal •  Euromoney Institutional Investor PLC				Ms. Babiak is a former Managing Partner at Ernst & Young LLP (EY), where she held a variety of roles with the firm in the U.S. and the United Kingdom from 1982 to 2009. After joining the firm’s audit practice in 1982 specializing in the audit of information systems, she was a founder of EY’s technology security and risk services practice in 1996, building and leading cyber and IT security, data analytics, and technology risk practices in the Northern Europe, Middle East and India and Africa (NEMIA) region. She served as a Board Member and Managing Partner of Regulatory & Public Policy for the NEMIA region from July 2006 to July 2008, and as a founder and Global Leader of EY’s Climate Change and Sustainability Services practice from July 2008 to December 2009. Ms. Babiak has served on the board of directors of Bank of Montreal since October 2012 and on the board of directors of Euromoney Institutional Investor PLC, an international business-information group listed on the London Stock Exchange, since December 2017. Previously, she served as a non-executive director of Royal Mail Holdings plc from March 2013 to April 2014 as it transitioned from government ownership to a FTSE 100-listed company; Experian plc from April 2014 to January 2016; and Logica plc from January 2010 until its sale in August 2012. She is a U.S.-qualified Certified Public Accountant (CPA), Certified Information Systems Auditor (CISA), and Certified Information Security Manager (CISM). She is also a Chartered Accountant (FCA), and a member of the Institute of Chartered Accountants in England and Wales (ICAEW), of which she has served as a Council Member since 2011.     Key Qualifications and Experience Ms. Babiak brings to the Board her general management expertise and depth of experience in the areas of audit, accounting, and finance, through her experience as a Council Member of the ICAEW and as a managing partner at EY, including service as partner for a number of retail and healthcare-related industry clients. With her extensive accounting knowledge and experience, she is highly qualified to serve as the chair of the Audit Committee of the Board (the “Audit Committee”) and as a member of the Finance Committee of the Board (the “Finance Committee”). Through her career experience and current CISM and CISA qualifications, she provides the Board with meaningful insight and knowledge related to information technology, cybersecurity best practices, and the relationship between information security programs and broader business goals and objectives. Her international experience, leadership in the areas of climate change and sustainability, and experience working with and serving on the audit committees of other publicly-traded companies further contribute to the perspective and judgment that she brings to service on the Board.

 

David J. Brailer, MD, PhD     Director since: October 2010   Age: 59   Independent   Committee Memberships: •  Audit •  Finance (Chair)				Dr. Brailer has served as the Chairman of Health Evolution Partners, a private equity firm focused on the healthcare industry, since 2006. He served as National Coordinator for Health Information Technology within the Department of Health and Human Services of the U.S. federal government from May 2004 to April 2006. He was a Senior Fellow at the Health Technology Center from 2002 to 2004. Previously, he served as Chairman and Chief Executive Officer and a director of CareScience, Inc., a provider of care management services and Internet-based healthcare solutions, from 1992 to 2002. Prior to that, he was Adjunct Assistant Professor of Health Care Systems at The Wharton School of Business at the University of Pennsylvania. He has also served on the boards of directors of a number of privately-held companies in the healthcare industry.     Key Qualifications and Experience With his experience as Chairman and Chief Executive Officer of CareScience, Inc. for more than ten years and his subsequent experience with the U.S. federal government, where he was commonly referred to as the “health information technology czar,” Dr. Brailer provides the Board with strong technology experience coupled with business leadership and expertise. In addition, he brings to the Board insight and knowledge of investment and market conditions in the healthcare industry.

 

 

William C. Foote     Director since: January 1997   Age: 67   Lead Independent Director   Committee Memberships: •  Compensation •  Nominating and Governance (Chair)				Mr. Foote currently serves as an independent business advisor and has served as our Lead Independent Director since January 2015. Previously, he served USG Corporation, a manufacturer and distributor of building materials, as its Chairman of the Board (from April 1996 to December 2011), Chief Executive Officer (from January 1996 to December 2010), and President (from September 1999 to January 2006). He also serves as a trustee of Williams College. Mr. Foote is the former Chairman of the Board of The Federal Reserve Bank of Chicago and is a life trustee of Northwestern Memorial HealthCare.     Key Qualifications and Experience With many roles as a corporate director over the years and his experience as Chairman and Chief Executive Officer of USG Corporation, Mr. Foote provides the Board with strong business leadership, expertise in strategy formulation, financial acumen, management development and succession planning, and substantial experience with respect to corporate governance matters. These roles, in addition to his service as Chairman of The Federal Reserve Bank of Chicago, enable him to provide valuable insights and perspectives with regard to business and market conditions. In addition, he brings strength in the area of corporate governance to his role as chair of the Nominating and Governance Committee.

 

Ginger L. Graham     Director since: April 2010   Age: 63   Independent   Committee Memberships: •  Audit •  Nominating and Governance   Other Public Company Boards: •  Clovis Oncology, Inc. •  Genomic Health, Inc.				Ms. Graham is the former President and Chief Executive Officer of Two Trees Consulting, Inc., a healthcare and executive leadership consulting firm, where she served from November 2007 to December 2016. She previously served as Senior Lecturer at Harvard Business School from October 2009 to June 2012. She also previously served as President (from September 2003 to June 2006) and Chief Executive Officer (from September 2003 to March 2007) of Amylin Pharmaceuticals, a biopharmaceutical company, where she also served as a director from 1995 to 2009. From 1994 to 2003, she held various positions at Guidant Corporation, a cardiovascular medical device manufacturer, including Group Chairman, Office of the President, President of the Vascular Intervention Group, and Vice President. Ms. Graham has served on the board of directors of Genomic Health, Inc. since 2008 and the board of directors of Clovis Oncology, Inc. since 2013. She also serves on the board of directors of a number of privately-held companies.     Key Qualifications and Experience Ms. Graham brings to the Board her extensive experience in senior management and leadership roles in the healthcare industry, including experience leading companies in drug, device, and product development and commercialization. The Board values her insight and experience, including her service on the faculty of Harvard Business School where she taught classes in entrepreneurship. She also brings to her service on the Board valuable experience as a director of publicly- and privately-held life sciences companies and as a consultant to healthcare companies regarding strategy, leadership, team building, and capability building.

 

 

John A. Lederer     Director since: April 2015   Age: 63   Independent   Committee Memberships: •  Compensation •  Finance   Other Public Company Boards: •  Maple Leaf Foods •  US Foods				Mr. Lederer has served as a Senior Advisor to Sycamore Partners, a private equity firm, since September 2017. Since September 2017, he has also served as the Executive Chairman of privately-held Staples, Inc. (and its newly formed and independent U.S. and Canadian retail businesses), a leading provider of office products and services to business customers, which was acquired by Sycamore Partners in 2017. From 2010 to 2015, he served as the President and Chief Executive Officer of US Foods, a leading food service distributor in the U.S. From 2008 to 2010, he served as the Chairman of the Board and Chief Executive Officer of Duane Reade, a New York-based pharmacy retailer, which was acquired by Walgreens in 2010. Prior to Duane Reade, he spent 30 years at Loblaw Companies Limited, Canada’s largest grocery retailer and wholesale food distributor, where he served in a number of leadership roles including as its President from 2000 to 2006. Mr. Lederer has served on the board of directors of US Foods since 2010 and on the board of directors of Maple Leaf Foods since 2016. He served on the board of directors of Restaurant Brands International from 2014 until 2016 and as a director of Tim Hortons Inc. from 2007 until 2014, when it was acquired by Restaurant Brands International.     Key Qualifications and Experience Mr. Lederer brings to the Board significant management and business experience in the retail and healthcare industries as a result of his experience as Chief Executive Officer of a retail pharmacy. The Board values his understanding of the business operations of and issues facing large retail companies, including in the areas of marketing, merchandising, and supply chain logistics. Mr. Lederer also has extensive experience with respect to mergers & acquisitions and other corporate development activities. His prior and current service as a director of several public companies also provides him with insight into public company operations, including with respect to talent development, executive compensation, and succession planning.

 

Dominic P. Murphy     Director since: August 2012   Age: 51   Independent   Committee Memberships: •  Finance				Mr. Murphy is the Founder & CEO of 8C Capital LLP, a private investment firm. From 2005 until 2017, he was a Partner at KKR, where he was responsible for the development of the firm’s activities in the United Kingdom and Ireland, served as the head of its healthcare industry team in Europe, and served as a member of the firm’s European investment and portfolio management committees. He was formerly a Partner at Cinven, a European-based private equity firm, from 1996 to 2004 and was an investment manager with 3i Group plc, an international investment management firm, from 1994 to 1996. From 2007 until 2015, Mr. Murphy served on the board of directors of Alliance Boots and certain of its affiliates. He serves on the board of directors of The Hut Group Limited, a privately-held company.     Key Qualifications and Experience Mr. Murphy brings to the Board his considerable international business experience gained through his prior role in KKR-related private equity investments. The Board values his insights and experience, including his substantial mergers & acquisitions, corporate finance, and retail and healthcare industry experience, as well as his in-depth familiarity with many of the markets in which we operate. He also brings valuable insights gained from his experience serving as a director of publicly- and privately-held healthcare companies.

 

 

Stefano Pessina     Director since: August 2012   Age: 77   Executive Vice Chairman				Mr. Pessina has served as our Executive Vice Chairman since January 2015 and as our Chief Executive Officer since July 2015, having served as our Acting Chief Executive Officer from January 2015 to July 2015. Previously, he served as Executive Chairman of Alliance Boots from July 2007 to December 2014. Prior to that, he served as Executive Deputy Chairman of Alliance Boots. Prior to the merger of Alliance UniChem and Boots Group, he was the Executive Deputy Chairman of Alliance UniChem, previously having served as its Chief Executive Officer for three years through December 2004. He was appointed to the board of directors of Alliance UniChem in 1997 when UniChem merged with Alliance Santé, the Franco-Italian pharmaceutical wholesale group he established in Italy in 1977. Mr. Pessina served on the board of directors of Galenica AG, a publicly-traded Swiss healthcare group, from 2000 to 2017. He serves on the board of directors of a number of privately-held companies.     Key Qualifications and Experience As our Chief Executive Officer, Mr. Pessina leads our senior management team and brings to the Board an in-depth knowledge of the Company, including through his prior service as Executive Chairman of Alliance Boots, as well as the retail and healthcare industries. His substantial international business experience and business acumen provide the Board with valued strategic, financial, and operational insights and perspectives. The Board also values his significant mergers & acquisitions experience as well as his experience serving on the boards of directors of numerous publicly- and privately-held healthcare and retail companies. He brings valued perspective and judgment to the Board’s discussions regarding our competitive landscape and strategic opportunities and challenges.

 

Leonard D. Schaeffer     Director since: May 2015   Age: 73   Independent   Committee Memberships: •  Finance •  Nominating and Governance   Other Public Company Boards: •  scPharmaceuticals Inc.				Mr. Schaeffer has served as the Judge Robert Maclay Widney Chair and Professor at the University of Southern California since 2008. He has also served as a senior advisor to TPG Capital, a private investment firm, since 2006. He also serves as a consultant to health care companies. From 2007 to 2011, he served as the Chairman of the Board of Surgical Care Affiliates, LLC. He formerly served as the Chairman of the Board of WellPoint, Inc. (now Anthem, Inc.), then the largest health insurance company in the U.S., from 2004 to 2005; Chairman and Chief Executive Officer of WellPoint Health Networks Inc. from 1992 to 2004; and Chairman and Chief Executive Officer of Blue Cross of California. Earlier in his career, he worked for the federal government as Administrator of the Health Care Financing Administration (now the Centers for Medicare and Medicaid Services) in the U.S. Department of Health and Human Services, with responsibility for the federal Medicare and Medicaid programs. Since 2014, Mr. Schaeffer has served on the board of directors of scPharmaceuticals Inc., which completed its initial public offering in November 2017; and he served on the board of directors of Amgen, Inc. from 2004 to 2013 and IQVIA Holdings Inc. (formerly, Quintiles IMS Holdings, Inc.) from 2008 to 2016. He also serves on the board of directors of the Brookings Institution, the RAND Corporation and the University of Southern California, as well as on the Board of Fellows of Harvard Medical School. He is a member of the National Academy of Medicine of the National Academies.     Key Qualifications and Experience Mr. Schaeffer brings to the Board considerable experience in healthcare and health insurance, including his experience as former Chairman of WellPoint, Inc. and Chairman and Chief Executive Officer of WellPoint Health Networks Inc. and Blue Cross of California. His over 40 years of experience in health insurance, healthcare policy, and government-funded healthcare programs provide him with valuable perspectives on the overall healthcare industry. Further, his current and former service as a director of other public companies in the healthcare industries provides him with additional perspective on the issues facing public companies in the markets in which we operate.

 

 

Nancy M. Schlichting     Director since: October 2006   Age: 64   Independent   Committee Memberships: •  Audit •  Compensation (Chair)				Ms. Schlichting is the former Chief Executive Officer of the Henry Ford Health System, a leading hospital network and healthcare and medical services provider, having served in that role from June 2003 to December 2016. She was Executive Vice President of the Henry Ford Health System from June 1999 to June 2003, and President and Chief Executive Officer of Henry Ford Hospital from August 2001 to June 2003. Ms. Schlichting has served on the board of directors of Hill-Rom Holdings, Inc. since March 2017 and on the board of directors of Encompass Health Corporation (formerly, HealthSouth Corporation) since December 2017. She also serves on the board of directors of The Kresge Foundation and several other non-profit organizations.     Key Qualifications and Experience As a result of her leadership of hospitals and health systems, Ms. Schlichting brings to her service on the Board a deep knowledge and understanding of the healthcare industry. The Board highly values her experience and insights gained at Henry Ford Health System, where she was responsible for the strategic and operational performance of a leading integrated health system, including an academic medical center, community hospitals, a health plan, a multi-specialty medical group, and an ambulatory and health retail network.
Other Public Company Boards: •  Hill-Rom Holdings, Inc. •  Encompass Health Corporation

 

James A. Skinner     Director since: July 2005   Age: 74   Executive Chairman   Other Public Company Boards: •  Illinois Tool Works Inc.				Mr. Skinner has served as Executive Chairman of the Board since January 2015, having served as non-executive Chairman from July 2012 to January 2015. He previously served McDonald’s Corporation as its Vice Chairman (from January 2003 to June 2012), its Chief Executive Officer (from November 2004 to June 2012), and as a director (from 2004 to 2012). Mr. Skinner has served on the board of directors of Illinois Tool Works Inc. since 2005 (and currently serves as their lead director), and he also serves as a trustee of the Ronald McDonald House Charities, a non-profit organization. He served on the board of directors of HP Inc. (f/k/a Hewlett-Packard Company) from 2013 to 2015.     Key Qualifications and Experience Mr. Skinner’s prior experience serving in a range of management positions, including as the Chief Executive Officer for more than seven years of McDonald’s Corporation, one of the largest global companies, provides him with great breadth and depth of understanding of the strategic, operational, financial, and human capital issues facing companies. It also gives him valuable insights and perspectives with respect to our retail and consumer-facing operations. His extensive public company directorship experience provides him with valuable perspective on corporate responsibility and governance matters and enables him to draw on various viewpoints in his service on the Board.

 

Our Commitment to Strong Corporate Governance

 

The Board believes that a commitment to strong corporate governance standards is an essential element of enhancing long-term stockholder value in a sustainable manner. The Board believes that its commitment to good governance is demonstrated in part by the following practices:

 

•  Annual Election of All Directors		•  Independent Lead Director Responsibilities
•  Majority Voting for All Directors		•  Regular Executive Sessions of Independent Directors
•  Cumulative Voting for Election of Directors		•  Annual Board and Committee Evaluation Process
•  No Supermajority Voting Provisions		•  Strategic and Risk Oversight by Board and Committees
•  No Stockholder Rights Plan (“Poison Pill”)		•  Commitment to Sustainability at the Senior Executive and Board Levels
•  3%, 3-Year Proxy Access By-law		•  Stock Ownership Guidelines for Executives and Directors
•  Stockholder Right to Request Special Meetings at 20%		•  Policies Prohibiting Hedging and Short Sales of Stock by Executives
•  Stockholder Right to Act by Written Consent		•  Active Stockholder Engagement

On the recommendation of the Nominating and Governance Committee, the Board adopted the Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities on behalf of the Company and our stockholders. The Corporate Governance Guidelines are intended to provide guidance as a component of the flexible framework within which the Board, assisted by its committees, oversees and directs the affairs of the Company. The Corporate Governance Guidelines establish policies and practices with respect to numerous areas of Board operations and responsibilities, including in the areas of Board structure and leadership and director independence. The Board periodically reviews the Corporate Governance Guidelines and updates them in response to changing regulatory requirements and evolving best practices. A copy of the Corporate Governance Guidelines can be found at http://investor.walgreensbootsalliance.com/corporate-governance.cfm.

 

 

Board Leadership Structure

The Board selects a Chairman from among its members annually following the election of Board members. Our by-laws provide that the Chairman of the Board may, but need not, be the Chief Executive Officer.

Currently, the roles of Chairman of the Board and the Chief Executive Officer are held by different persons. James A. Skinner serves as the Executive Chairman of the Board, and Stefano Pessina serves as our Chief Executive Officer.

The Corporate Governance Guidelines state that if the Chairman of the Board is the Chief Executive Officer or another director who does not qualify as independent, then the independent directors will select a Lead Independent Director to help ensure robust independent leadership on the Board. William C. Foote was selected by the independent directors to serve as Lead Independent Director.

 

As Lead Independent Director, Mr. Foote’s responsibilities include:

 

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Presiding at all meetings of the independent directors and all meetings of the Board at which the Chairman of the Board is not present;

 

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Encouraging and facilitating the active participation of all directors;

 

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Serving as a communication facilitator between the Chief Executive Officer and other members of senior management, on the one hand, and the independent and non-management directors, on the other hand (without inhibiting direct communication between senior management and other directors), and between individual directors and the Board, including by:

 

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providing the Chief Executive Officer and other members of senior management with feedback as determined in executive sessions;

 

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being available to discuss with independent and non-management directors any concerns they may have and, as appropriate, relaying those concerns to the full Board and/or the Chief Executive Officer or other members of senior management; and

 

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being a sounding board and advisor to the Chief Executive Officer and/or other members of senior management regarding his or her concerns and those of the independent directors;

 

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Approving, in consultation with the Chairman of the Board and other members of senior management to the extent practicable, the information to be provided to the Board in preparation for and at Board meetings, and consulting with directors as to their information needs;

 

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Approving Board meeting agendas after conferring with the Chairman of the Board, as appropriate, including adding agenda items in his discretion;

 

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Approving Board meeting schedules to help ensure that there is sufficient time for discussion of all agenda items;

 

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Calling meetings of the independent directors in his sole discretion, as and when required;

 

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Leading the Board’s annual evaluation of the Chairman of the Board and Chief Executive Officer;

 

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Making himself available to advise the committee chairs in fulfilling their designated roles and responsibilities to the Board;

 

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Upon the reasonable request of a major stockholder, making himself available for consultation and direct communication with such stockholder where appropriate; and

 

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Performing such other functions as the Board or other directors may request.

The Board believes that this structure is optimal at this time because it allows Mr. Pessina to focus on leading our business and operations. At the same time, Mr. Skinner can focus on leadership of the Board, including calling and presiding over its meetings and preparing meeting agendas in collaboration with Messrs. Pessina and Foote, while working collaboratively with senior management. Similarly, Mr. Foote can lead executive sessions of the independent directors, serve as a liaison and supplemental channel of communication between independent directors and Messrs. Skinner and Pessina, and serve as a sounding board and advisor to Messrs. Skinner and Pessina.

 

 

Director Independence

Under the Corporate Governance Guidelines, the Board must consist of a substantial majority (at least two-thirds) of independent directors. In making independence determinations, the Board will consider all relevant facts and circumstances and observe all applicable requirements, including the relevant listing standards established by Nasdaq.

To be considered “independent” for these purposes, (a) the director must meet the bright-line independence standards under Nasdaq listing standards, and (b) the Board must affirmatively determine that the director otherwise has no material

 

relationship with the Company, either as a director or as an officer, stockholder, or partner of an organization that has a relationship with the Company. In each case, the Board shall broadly consider all relevant facts and circumstances.

To aid in the director independence assessment process, the Board has adopted categorical standards that identify categories of relationships that the Board has determined would not affect a director’s independence. These categorical standards, which are part of the Corporate Governance Guidelines, stipulate that the following will not be considered material relationships that would impair a director’s independence:

 

Immaterial Sales/Purchases		At the time of the independence determination, the director is an executive officer or employee, or an immediate family member of such director is an executive officer, of another organization that does business with us and the sales by that organization to us, or purchases by that organization from us, in any single fiscal year during the evaluation period, are less than the greater of (i) $200,000 or (ii) 5% of the annual revenues of that organization. For the avoidance of doubt, payments arising solely from investments in our securities are not included in received payments for this purpose.
Immaterial Indebtedness		At the time of the independence determination, the director is an executive officer or employee, or an immediate family member of such director is an executive officer, of another organization that is indebted to us, or to which we are indebted, and the total amount of either entity’s indebtedness to the other at the end of the last completed fiscal year is less than 5% of the other entity’s total consolidated assets.
Immaterial Charitable Donations		At the time of the independence determination, the director serves as an executive officer, director, or trustee of a charitable organization, and our discretionary charitable contributions to the organization are less than the greater of (i) $200,000 or (ii) 5% of that organization’s annual consolidated gross revenues during its last completed fiscal year. Our automatic matching of employee charitable contributions will not be included in the amount of our contributions for this purpose.

The Board, through the Nominating and Governance Committee, annually reviews all relevant relationships of each director to determine whether such director meets the categorical standards described above. Where an organization does not publish its financial information, the Board will make a good faith determination of whether the amounts exceed any of the thresholds set forth above. The Board may determine that a director who has a relationship that exceeds the limits described in the categorical standards (to the extent that any such relationship would not constitute a bar to independence under Nasdaq listing standards) is nonetheless independent.

Dominic P. Murphy

As previously disclosed, prior to October 2017, the Board did not determine that Dominic P. Murphy was independent because (a) Mr. Murphy previously served as a Partner at KKR, and (b) at times during his service, KKR was a significant investor in Alliance Boots and was a party to Walgreens’ acquisition of a 45% interest in Alliance Boots on August 2, 2012 and Walgreens’ subsequent acquisition of the remaining 55% interest on December 31, 2014 (the “Second Step Transaction”).

On August 1, 2016, KKR and its affiliates no longer met the beneficial ownership thresholds under the Shareholders’ Agreement entitling them to designate a nominee for election to the Board, and consequently this right terminated. Furthermore, on November 1, 2016, KKR sold the remaining shares of our common stock that it acquired as part of the foregoing transactions.

On June 30, 2017, Mr. Murphy resigned as a Partner of KKR. While Mr. Murphy or his affiliates may continue to hold economic interests in KKR funds or other affiliates acquired during his prior employment with KKR, he no longer has any right to control or direct the affairs of KKR, including with respect to its investment decisions and management of its portfolio companies.

The Board considered all of these changes in circumstances as part of its annual director independence review. Based on this, and such other facts and circumstances as it deemed appropriate (including representations made by Mr. Murphy and

 

advice of legal counsel), the Board has determined that there are no continuing relationships that would interfere with Mr. Murphy’s exercise of independent judgment. Consequently, the Board has determined that Mr. Murphy is now an independent director under Nasdaq listing standards.

Independence Determination

As a result of its annual review, the Board has determined that none of the following director nominees has a material relationship with the Company and, as a result, the following director nominees are independent: José E. Almeida, Janice M. Babiak, David J. Brailer, William C. Foote, Ginger L. Graham, John A. Lederer, Dominic P. Murphy, Leonard D. Schaeffer, and Nancy M. Schlichting.

James A. Skinner, the Executive Chairman of the Board, has served in an executive capacity since January 2015 and therefore is not an independent director. Stefano Pessina, the Executive Vice Chairman of the Board and our Chief Executive Officer, is also not an independent director.

Each member of the Audit Committee, the Compensation Committee of the Board (the “Compensation Committee”), and the Nominating and Governance Committee is required to be independent in accordance with applicable rules and regulations. The Board has determined that each member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee is independent as defined in our independence standards, the rules of the Securities and Exchange Commission (the “SEC”), and applicable stock exchange listing standards.

 

The table below summarizes the relationships that were considered in connection with the independence determinations. None of the transactions described below were considered material relationships that impacted the applicable director’s independence.

 

Director		Categorical Standard		Description of Relationship
José E. Almeida		Immaterial Sales/Purchases		The Board examined the Company’s relationship with Baxter International Inc., of which Mr. Almeida is the Chairman and Chief Executive Officer and Ortho-Clinical Diagnostics, Inc., of which Mr. Almeida is a director. The Board determined that these relationships were not material since (i) the amounts involved did not exceed the categorical standards adopted by the Board; and (ii) the payments made and received were for various products and services in the ordinary course of business.
Janice M. Babiak		Immaterial Sales/Purchases		The Board examined the Company’s relationship with Bank of Montreal and GlobalLogic, of which Ms. Babiak is a director, and Institute of Chartered Accountants in England and Wales, of which Ms. Babiak is a Council Member. The Board determined that these relationships were not material since (i) the amounts involved did not exceed the categorical standards adopted by the Board; and (ii) the payments made and received were for various products and services in the ordinary course of business.
David J. Brailer		Immaterial Sales/Purchases		The Board examined the Company’s relationship with Health Evolution Partners, of which Dr. Brailer is the Chairman, and CenseoHealth, of which Dr. Brailer was a director during 2018. The Board determined that these relationships were not material since (i) the amounts involved did not exceed the categorical standards adopted by the Board; and (ii) the payments made and received were for various products and services in the ordinary course of business.
William C. Foote		Immaterial Sales/Purchases		The Board examined the Company’s relationship with Northwestern Memorial HealthCare, of which Mr. Foote is a Life Trustee, and its affiliates. The Board determined that this relationship was not material since (i) the amounts involved did not exceed the categorical standards adopted by the Board; and (ii) the payments made and received were for various products and services in the ordinary course of business.
John A. Lederer		Immaterial Sales/Purchases		The Board examined the Company’s relationship with Staples, Inc., of which Mr. Lederer is the Executive Chairman, and its affiliates, and US Foods, of which he is a director. The Board determined that these relationships were not material since (i) the amounts involved did not exceed the categorical standards adopted by the Board; and (ii) the payments made were for various products and services in the ordinary course of business.
Dominic P. Murphy				See “—Dominic P. Murphy” above.
Leonard D. Schaeffer		Immaterial Sales/Purchases Immaterial Charitable Donations		The Board examined the Company’s relationship with the University of Southern California, of which Mr. Schaeffer serves on the Board of Trustees. The Board determined that this relationship was not material since (i) the amounts involved did not exceed the categorical standards adopted by the Board; (ii) the payments made and received were for various products and services in the ordinary course of business or were made as a charitable donation.

 

 

Related Party Transactions

The Board has adopted a written policy for the review of certain related party transactions, including those that are required to be disclosed in this Proxy Statement. For purposes of this policy, a “related party transaction” includes, subject to certain exceptions, a transaction (or series of transactions) in which (i) the Company or any of its subsidiaries is or will be a participant, (ii) the aggregate amount involved will exceed, or may be reasonably expected to exceed, $120,000 in any fiscal year, and (iii) any related person has or will have a direct or indirect material interest. The policy defines a “related person” to include any of our directors, director nominees, or executive officers; a holder of more than 5% of our common stock; and immediate family members of any of the foregoing.

Pursuant to this policy, all such related party transactions must be reviewed and approved or ratified by the Nominating and Governance Committee. In the event that a member of the Nominating and Governance Committee has an interest in a related party transaction, the transaction must be approved or ratified by the disinterested members of the Nominating and Governance Committee. In deciding whether to approve or ratify a related party transaction, the Nominating and Governance Committee considers, among other factors:

 

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The purpose of, and the potential benefits to the Company of, the transaction;

 

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The extent of the related party’s interest in the transaction;

 

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Whether the transaction is fair to the Company and on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances;

 

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Whether the transaction would impair the independence of a Non-Employee Director; and

 

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Whether the transaction would present an improper conflict of interest for any of our directors, director nominees or executive officers, taking into account the size of the transaction, the overall financial position of the applicable related person, the direct or indirect nature of the applicable related person’s interest in the transaction, and the ongoing nature of any proposed relationship.

Shareholders’ Agreement

Pursuant to the Shareholders’ Agreement, for so long as the SP Investors meet certain common stock beneficial ownership thresholds, and subject to certain other conditions, the SP Investors are entitled to designate a nominee for election to the Board. Mr. Pessina is the current designee of the SP Investors.

The Shareholders’ Agreement also includes, among other things, registration rights, standstill provisions, and restrictions on the SP Investors’ ability to dispose of shares of our common stock or to acquire additional shares of our common stock.

Transactions with Alliance Healthcare Italia S.p.A. and its Affiliates

From time to time, we or our subsidiaries have entered into, or may be deemed to have entered into by virtue of our acquisition of Alliance Boots, certain equity-related transactions and agreements with affiliates of Stefano Pessina, our Executive Vice Chairman and Chief Executive Officer, a director of the Company, and an indirect holder of more than 5% of our common stock. Alliance Healthcare Italia SpA (“AHI”) is an entity indirectly owned and controlled by Stefano Pessina, in which the Company has an indirect 9% interest.

On January 1, 2015, WBAD Holdings Limited (“WBAD Holdings”), our wholly-owned subsidiary, transferred 320 common shares of Walgreens Boots Alliance Development GmbH (“WBAD”), our global sourcing enterprise, to a subsidiary of AHI, Alliance Healthcare Italia Distribuzione S.p.A. (“AHID”), in exchange for 32,000 Swiss francs. WBAD Holdings retained the remainder of the equity interests in WBAD, which consist of 6,000 preferred shares. In August 2018, all of the preferred shares of WBAD were transferred to our wholly-owned subsidiary, WBAD Holdings 2 Limited (“WBAD Holdings 2”). As the holder of common shares, AHID is only entitled to its pro rata share (approximately 5%) of any dividends paid by WBAD in excess of $3 billion per annum. Upon the liquidation of WBAD, AHID is entitled to receive its pro rata share (approximately

 

5%) of 10% of the net proceeds of such liquidation. Under certain circumstances, AHID has the right to put, and WBAD Holdings 2 has the right to call, the common shares of WBAD held by AHID for a purchase price of $100,000.

In August 2017, a dividend was declared by an affiliate of AHI to its shareholders. Our pro rata portion of the dividend for our 9% interest in the affiliate, which was paid during 2018, was approximately $967,000.

Certain of our executive officers or other employees may provide services to AHI and its affiliates; and AHI and its affiliates may provide services to us and our subsidiaries. Furthermore, we and our subsidiaries may sell products to AHI and its affiliates, and AHI and its affiliates may sell products to us and our subsidiaries. These services and products are procured on an arm’s-length basis pursuant to written agreements between the relevant parties.

In 2018, following partial de-regulation of the Italian pharmacy market, the agreement pursuant to which services are provided on an arm’s length basis was amended to allow additional retail advisory and related services to be provided to AHI to facilitate AHI’s intention to conduct a trial of Boots-branded stores in Italy, to assist with the possible roll out of further Boots branded stores (subject to the success of the pilot stores), and to make certain other changes to the agreement. Further, a distribution agreement was entered into between a subsidiary of the Company and AHI, which replaced previous distribution agreements between the parties and which allows AHI to purchase products on an arm’s length basis for sale in Boots branded stores in Italy. Pursuant to licences entered into between Alliance Boots and AHI prior to the acquisition of Alliance Boots by Walgreens in December 2014, and a store operations agreement entered into in 2018, AHI was granted the right to use certain trademarks and other intellectual property in the promotion, advertisement and sale of certain products in accordance with such agreements.

In 2018, pursuant to the agreements described above, the Company and its subsidiaries provided products and services valued at $2.93 million to AHI and its affiliates, of which payment of $2.08 million remained due at the end of 2018, which amount was subsequently paid.

In 2018, AHI and its affiliates provided services and products valued at $8.657 million to subsidiaries of the Company on an arm’s length basis, of which payment of $0.94 million remained due at the end of 2018, which amount was subsequently paid. The increase in value of the products and services provided by AHI to subsidiaries of the Company compared to the prior year was principally due to a change in the sourcing of certain product which previously was purchased through a third party intermediary and now is purchased directly from AHI on an arm’s length basis.

Other Relationships and Transactions

Mr. Pessina and Ms. Barra are partners and share a private residence. As noted in “Executive Compensation—Compensation Discussion and Analysis” below, Ms. Barra reports to James A. Skinner, the Executive Chairman of the Board, and Mr. Skinner is the only member of management who makes recommendations concerning Ms. Barra’s compensation to the Compensation Committee. For a description of Ms. Barra’s 2018 compensation and benefits, see “Executive Compensation—Compensation Discussion and Analysis” and “Executive Compensation—Executive Compensation Tables and Supporting Information” below.

Mr. Pessina has two children employed by the Company in non-executive officer capacities. Jacopo Pessina serves as Director, M&A and Healthcare Innovation—International and Elena Pessina serves as Head of International Coordination, Agency Operations. Each received total compensation in 2018 of more than $120,000, and the compensation of each is comparable to other Company employees at a similar level.

 

 

Board Meetings and Attendance

During 2018, the Board held 7 meetings. In 2018, all directors attended more than 75% of the total number of Board and applicable committee meetings held during the period that such director served.

We encourage our directors to attend each annual meeting of stockholders. All of our directors attended the 2018 Annual Meeting.

Our independent directors hold regularly-scheduled executive sessions without our management present. These executive sessions of independent directors are chaired by our Lead Independent Director. The independent directors met in executive session at all of the regularly-scheduled quarterly Board meetings held in 2018.

 

 

Board Committees

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Finance Committee, and the Nominating and Governance Committee.

 

Audit Committee   Number of Meetings in 2018: 8   Committee Members: Janice M. Babiak (Chair) David J. Brailer Ginger L. Graham Nancy M. Schlichting		Key Responsibilities:   •  Selecting our independent registered public accounting firm and reviewing its performance;   •  Reviewing and discussing with our management and independent registered public accounting firm our financial statements;   •  Reviewing and overseeing the design and operation of our internal accounting controls;   •  Reviewing our enterprise risk assessment and key enterprise risks, including major financial risks as well as information security and technology risks (including cybersecurity);   •  Reviewing the overall adequacy and effectiveness of our legal and compliance programs; and   •  Reviewing the responsibilities, budget, and staffing of our internal audit function.   Financial Expertise, Independence, and Financial Literacy The Board has determined that each member of the Audit Committee satisfies the criteria adopted by the SEC to serve as an “audit committee financial expert.”   In addition, the Board has determined that each member of the Audit Committee is an independent director pursuant to the requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Nasdaq listing standards and meets the current financial literacy requirements of Nasdaq.   Charter The Audit Committee Charter is available on our website at: http://investor.walgreensbootsalliance.com/corporate-governance.cfm.

 

 

Compensation Committee   Number of Meetings in 2018: 4   Current Committee Members: José E. Almeida William C. Foote John A. Lederer Nancy M. Schlichting (Chair)		Key Responsibilities:   •  Reviewing and approving our executive compensation philosophy, strategy, principles, and levels;   •  Developing market-comparable total compensation that enables us to attract and retain talented executives and reward outstanding performance in a manner designed to lead to long-term enhancement of stockholder value;   •  Evaluating our Chief Executive Officer’s performance and reviewing and approving his or her total compensation;   •  Reviewing and approving the evaluation process and compensation structure for our senior executives other than the Chief Executive Officer;   •  Administering our executive compensation programs, including base salaries; equity plans used to provide short-term and long-term incentive awards; and certain executive deferred compensation plans and perquisites; and   •  Overseeing executive succession planning.   Independence The Board has determined that each member of the Compensation Committee is independent under Nasdaq listing standards for directors and compensation committee members.   The Board has also determined that each member of the Compensation Committee is an “outside director” for purposes of Section 162(m) of the Internal Revenue Code (the “Code”) and a “non-employee director” for purposes of Section 16 of the Exchange Act.   Charter The Compensation Committee Charter is available on our website at: http://investor.walgreensbootsalliance.com/corporate-governance.cfm.

Independent Compensation Advisor

The Compensation Committee is supported in its work by our independent compensation consultant, Mercer LLC (“Mercer”). Mercer provides the Compensation Committee with information regarding market compensation and practices, assists the Compensation Committee in the review and evaluation of such compensation and practices, and advises the Compensation Committee on executive compensation decisions. Mercer also assists the Compensation Committee in the review and evaluation of our Non-Employee Director compensation program. Beginning in January 2016, we also engaged Mercer to serve as the executive compensation consultant to the Company.

For 2018, Mercer’s fees for executive and Non-Employee Director compensation consulting services were approximately $855,000.

Mercer is a wholly-owned subsidiary of Marsh & McLennan Companies (“MMC”). In 2018, MMC and its affiliates (excluding Mercer) provided certain services to us and our affiliates unrelated to executive and Non-Employee Director compensation, primarily insurance brokerage and other professional services. For these services, MMC and its affiliates received compensation totaling approximately $1.6 million, excluding insurance premiums that are paid through MMC to insurance carriers on behalf of us and our affiliates. These non-compensation-related services and fees are not subject to the Compensation Committee’s review or approval. The Mercer consultants providing services to the Compensation Committee and the Company do not market or sell to us, nor do they receive incentive or other compensation based on, these non-compensation-related services.

The Compensation Committee considered the independence of Mercer under applicable SEC rules and regulations and Nasdaq listing standards. Based on its review, the Compensation Committee determined that the services provided by MMC and its affiliates and the engagement of Mercer did not raise any conflict of interest or other issues that would adversely impact Mercer’s independence.

 

Compensation Committee Interlocks and Insider Participation

José E. Almeida, William C. Foote, John A. Lederer, and Nancy M. Schlichting served on the Compensation Committee during 2018. No such person is now, or was during 2018, an officer or employee of the Company. No such person had any relationship with us or any of our subsidiaries during 2018 pursuant to which disclosure would be required under applicable rules of the SEC pertaining to the disclosure of transactions with related parties. None of our executive officers currently serves, or served during 2018, on the board of directors or compensation committee of another entity at any time during which an executive officer of such other entity served on the Board or the Compensation Committee.

 

Finance Committee   Number of Meetings in 2018: 7   Current Committee Members: Janice M. Babiak David J. Brailer (Chair) John A. Lederer Dominic P. Murphy Leonard D. Schaeffer		Key Responsibilities:   •  Reviewing our dividend policy and other financial and investment policies;   •  Reviewing our capital structure and financing requirements;   •  Reviewing the principal terms and conditions of significant proposed borrowings and issuances of debt or equity securities by us;   •  Reviewing our plans for capital expenditures and significant capital investments; and   •  Reviewing our strategies and plans for significant mergers, acquisitions, divestitures, joint ventures, and investments in third party securities.   Charter The Finance Committee Charter is available on our website at: http://investor.walgreensbootsalliance.com/corporate-governance.cfm.

 

Nominating and Governance Committee   Number of Meetings in 2018: 5   Committee Members: José E. Almeida William C. Foote (Chair) Ginger L. Graham Leonard D. Schaeffer		Key Responsibilities:   •  Establishing and reviewing criteria to be used by the Board for selecting new directors;   •  Recommending candidates for election to the Board;   •  Overseeing succession planning for Board and committee membership;   •  Making recommendations to the Board regarding the Corporate Governance Guidelines and other significant governance policies;   •  Overseeing the annual Board evaluation and director peer review process; and   •  Reviewing our policies and activities regarding Corporate Social Responsibility (including with respect to sustainability and the environment), charitable donations, and political contributions.   Independence The Board has determined that each member of the Nominating and Governance Committee is independent under Nasdaq listing standards.   Charter The Nominating and Governance Committee Charter is available on our website at: http://investor.walgreensbootsalliance.com/corporate-governance.cfm.

 

Board Oversight of Strategy and Risk Management

 

 

 

Strategy

Oversight of our business strategy is a key responsibility of the Board. Throughout the year, the Board and its committees provide oversight and guidance to management regarding our strategy, operating plans, and overall performance. While elements of strategy are embedded in every regularly-scheduled meeting of the Board, the Board also dedicates at least one multi-day meeting each year to focus on our long-term business strategic planning.

The Board, primarily through its Finance Committee, also dedicates significant focus to reviewing our capital allocation strategy. Our current Board-approved capital allocation policy, which was approved and announced in 2014, is designed to ensure a balanced and disciplined approach to deploying capital intended to drive business growth and generate strong returns, while returning cash to stockholders through dividends and share repurchases over the long-term.

While the Board and its committees oversee elements of our strategic planning, our management is charged with executing the business strategy. To monitor our performance against our strategic goals, the Board receives regular updates and actively engages in dialogue with our executive management team. Directors may also periodically visit certain of our stores and other locations to see our strategy execution first hand.

The Board’s oversight and our management’s execution of our business strategy are intended to help promote the creation of long-term stockholder value in a sustainable manner, with a focus on assessing both potential opportunities available to us and risks that we might encounter.

 

 

Risk Management

We face a broad array of risks, including market, operational, strategic, legal, regulatory, reputational, and financial risks. Our management is responsible for establishing and maintaining systems to manage these risks. The Board exercises oversight over the elements and dimensions of major risks that we face. The Board administers its risk oversight function as a whole and through its committees, and uses the processes described below to help assess and monitor the risks we face.

We have established a global enterprise risk management (“ERM”) program, which is led by our Global Chief Compliance and Ethics Officer. Our Governance, Risk and Compliance Committee, which is comprised of key members of executive management, oversees and monitors the activities of our ERM program and reviews, on a regular basis, the top current and emerging enterprise risks we face, and relevant risk mitigation activities. This global ERM approach helps the Board and its committees receive relevant information about risks and understand our risk management process, the participants in the process, and key information gathered through the process.

The purpose of the ERM process is to identify risks that could affect us and the achievement of our objectives; to understand, assess, and prioritize those risks; and to facilitate the implementation of risk management strategies and processes across the Company.

In accordance with its charter, the Audit Committee reviews our policies and processes with respect to enterprise risk assessment and risk management, including major litigation and financial risks. On a regular basis, the Audit Committee reviews and discusses the key risks identified in the ERM process with management, their potential impact on us, and our risk mitigation strategies. In addition, the Audit Committee conducts regular reviews of the efficacy of our information security and technology risks (including cybersecurity) and related policies and procedures, which include receiving reports from our Global Chief Information Officer and other members of senior management who are tasked with monitoring cybersecurity risks.

 

The other standing committees of the Board oversee management of risks relating to their respective areas of responsibility. For example, the Compensation Committee reviews risks associated with the design and implementation of our compensation plans and arrangements (see “Executive Compensation—Compensation Discussion and Analysis—IX. Other Matters—A. Compensation Risk Oversight” below), the Finance Committee oversees key aspects of our financial risk management activities, and the Nominating and Governance Committee reviews risks related to our governance structures and processes.

Director Orientation and Continuing Education

 

The Corporate Governance Guidelines state that the Board shall maintain an orientation process for new directors. As part of this process, each new director receives a series of in-person briefings provided by our corporate officers on our business operations; significant financial, accounting and risk management matters; corporate governance; and key policies and practices. The new director also receives briefings on the responsibilities, duties, and activities of the committees on which the director will initially serve. Finally, the new director has the opportunity to visit and learn more about each of our divisions and select cross-divisional functions, both within and outside of the U.S., where he or she receives additional in-person briefings from divisional and cross-functional leadership. The Nominating and Governance Committee develops and oversees this orientation program with the assistance of our management.

Our directors are encouraged to participate in director continuing education programs sponsored by third-party organizations. Our executive management team also periodically provides materials and briefing sessions on subjects that assist directors in fulfilling their duties. Directors are encouraged to visit our facilities and operations and to directly communicate and interact with our senior management, which allows them to gain a first-hand view of our business.

Board Evaluation and Director Peer Review Process

 

The Board recognizes that a robust evaluation process is an essential component of strong corporate governance practices and promoting Board effectiveness. The Nominating and Governance Committee oversees an annual evaluation process led by the Lead Independent Director (who also serves as Chair of the Nominating and Governance Committee).

Each director completes an annual self-evaluation of the Board and the committees on which he or she serves. These self-evaluations are designed to help assess the skills, qualifications, and experience represented on the Board and its committees, and to determine whether the Board and its committees are functioning effectively. The results of this annual self-evaluation are discussed by the full Board and each committee, as applicable, and changes to the Board’s and its committees’ practices are implemented as appropriate.

The Lead Independent Director also conducts a confidential director peer review process. As part of this process, the Lead Independent Director speaks with each other director individually to obtain insights regarding the contributions of other directors (and the Executive Chairman of the Board may speak with each other director regarding the contributions of the Lead Independent Director), and to discuss issues in greater depth and obtain more targeted feedback with respect to Board, committee and individual director effectiveness. The results of this peer review process may be considered by the Board and the Nominating and Governance Committee along with other factors in director re-nomination decisions.

The Nominating and Governance Committee reviews the format of the Board evaluation and director peer review process as necessary to help ensure that the solicited feedback remains relevant and appropriate.

 

Additional Topics of Interest

 

 

 

Sustainability and Corporate Social Responsibility

Our commitment to Corporate Social Responsibility (“CSR”) is embedded in our drive to operate both a sustainable and profitable enterprise for the long-term. Around the world, every day, millions of people rely on the medicines we distribute and dispense and on the products we provide to support their daily living. Advancing our environmental, social, and governance performance through our CSR initiatives builds trust in our businesses and in our brands, helping us to drive our financial performance and to achieve our vision of being the first choice for pharmacy, wellbeing, and beauty—caring for people and communities around the world.

Since the combination of Walgreens and Alliance Boots in December 2014, we have worked diligently to align our global CSR strategies. In 2016, in part through conversations with our stockholders and other stakeholders (such as non-governmental organizations and government bodies and agencies), we defined 12 CSR goals for the Company, which we continued to use in 2017 and 2018. We believe these 12 CSR goals represent the areas where we, given our businesses, scale, and global reach, can have the most impact. We group these 12 CSR goals into four key areas as follows:

 

COMMUNITY

WORKPLACE

✓   Support the health, wellbeing and vitality of the communities we serve   ✓   Enable young people to achieve their potential wherever they are in the world   ✓   Develop and mobilize our resources and partnerships in the fight against cancer

✓   Proactively support the personal health and wellbeing of our employees   ✓   To deliver our commitment to equal opportunities for everyone across our employment practices, policies and procedures   ✓   Continuously improve our robust approach to health and safety, actively caring for our employees and customers, throughout the Company

MARKETPLACE

ENVIRONMENT

✓   Create a global process that enables transparency of ingredients and their traceability for the exclusive consumer retail product brands that we sell   ✓   Continue to drive ethical sourcing practices, protecting human rights across our supply chain   ✓   Work collaboratively with a global network of key external organizations engaging in issues that carry the greatest social relevance to the markets and in the communities we serve

✓   Reduce our energy consumption and emissions on a comparable basis1 as defined by the Greenhouse Gas Protocol   ✓   Reduce the waste we create, on a comparable basis1, and contribute to the drive for increasingly circular economies through increased re-use and recycling   ✓   Develop plans to help achieve zero net deforestation by 2020, collaborating with other organizations in a global initiative

¹ Excludes the impact of acquisitions, disposals and any significant changes in existing operations.

We have enhanced our disclosure of sustainability and CSR progress, most recently through the publication of our Corporate Social Responsibility Report 2017 (the “2017 CSR Report”). The 2017 CSR Report details our CSR initiatives and accomplishments, including how our 12 CSR goals are mapped to one or multiple of the United Nations Sustainable Development Goals. The 2017 CSR Report was prepared to be in accordance with the GRI Standards: Core option. In the report we provide disclosure on priority CSR issues based on consultation with stakeholders to determine where we have the greatest economic, environmental and social impacts. We expect further alignment between our disclosure and the GRI Standards to be included in our next Corporate Social Responsibility Report, which we expect to publish in January 2019.

In order to help enhance the credibility and transparency of our CSR-related data, we engaged Deloitte & Touche LLP (“Deloitte”), our independent registered public accounting firm, to conduct a review of selected indicators within our 2017 CSR Report in accordance with attestation standards established by the American Institute of Certified Public Accountants. Their assurance report can be found in the 2017 CSR Report.

 

Having appropriate oversight and governance of our CSR program is critical to its success. Our senior leadership has established a CSR Committee to play a leading role in providing this oversight and governance. The CSR Committee is chaired by our Co-Chief Operating Officer, Ornella Barra, and includes senior executives from our key business functions as well as from our Legal, Human Resources, and Communications functions. The CSR Committee meets regularly and, among other obligations, is charged with reviewing our CSR program (including the selection and approval of our CSR goals and the oversight of our CSR policy statements) and our progress towards achieving our CSR goals.

At the Board level, in accordance with its charter, the Nominating and Governance Committee reviews, at least annually, our policies and activities regarding sustainability and CSR and assesses our management of risks with respect thereto. The Board believes that the Nominating and Governance Committee is the appropriate committee to discharge this obligation because sustainability and CSR matters represent a critical focus area of our corporate governance and that the members of the Nominating and Governance Committee, who are all independent directors, are able to effectively provide objective oversight of our CSR program and related initiatives.

In addition to the Nominating and Governance Committee’s direct oversight, and as noted in “—Board Oversight of Strategy and Risk Management” above, the Audit Committee regularly reviews and discusses the key risks identified in the ERM process with management, their potential impact on us and our operations, and our risk mitigation strategies. These risks may include risks related to climate change, sustainability, and other CSR-related matters.

We are proud of the impact our CSR activities have on people in our communities and around the world. The Company has impacted millions of lives through our healthcare-centered CSR initiatives, such as helping to provide lifesaving immunizations and life-changing vitamins to communities across the globe. We have reduced our carbon footprint through energy efficiency initiatives, implemented responsible sourcing programs for our owned product brands and expanded a model program for training and hiring people with disabilities. To learn more about our sustainability and CSR efforts, please view our 2017 CSR Report and other information on our website at http://www.walgreensbootsalliance.com/corporate-social-responsibility-report.

 

 

Public Policy Engagement

Primarily through Walgreens, we engage in the political and policymaking processes in the U.S., at the federal, state, and local levels, to participate in democratic self-government and to have a voice in public policy debates that have a direct impact on us. We exercise our responsibility to actively participate in the political process by supporting candidates whose policies and goals are consistent with our purpose to help people across the world lead healthier and happier lives, and that are aligned with the interests of our businesses, customers, communities, and stockholders. Policies on which we focused in 2018 included reimbursement for pharmacist-delivered clinical services, the expansion of the role of pharmacists in the healthcare delivery system, retail business regulation, and taxation.

We work to advance this agenda in part through: (1) contributing to candidates, parties, and political organizations, both directly from corporate funds and through the Walgreen Co. Political Action Committee; (2) supporting a government relations program that aims to educate elected officials and regulatory agencies on key public policy issues; and (3) our membership in trade associations.

All of our political and advocacy activities are intended to focus on promoting our business and strategic interests without regard to the personal political preferences or affiliations of any of our directors, officers, or employees.

Walgreens’ Government Relations organization is responsible for the day-to-day implementation of our political advocacy and contributions. Walgreens’ Government Relations department relies on inside and outside legal counsel, when appropriate, to help ensure our compliance with laws applicable to these activities.

 

As with sustainability and CSR-related matters, the Nominating and Governance Committee is responsible for the oversight of policies and activities regarding political advocacy and contributions. At least annually, the Nominating and Governance Committee receives a report regarding these activities from senior management in Walgreens’ Government Relations organization.

Additional information about our public policy engagement efforts, including our Political Engagement and Contributions Policy and a report of certain trade associations to which Walgreens belonged during calendar years 2017 and 2018, can be found on our website at http://investor.walgreensbootsalliance.com/corporate-governance.cfm by clicking on “Policy Engagement.”

 

 

Code of Conduct and Business Ethics

We have adopted a Code of Conduct and Business Ethics that applies to all of our employees, officers, and directors. We have also adopted a Code of Ethics for CEO and Financial Executives that applies to and has been signed by our Chief Executive Officer, Global Chief Financial Officer, and Global Controller and Chief Accounting Officer. These can be found at http://investor.walgreensbootsalliance.com/corporate-governance.cfm.

We intend to promptly disclose on our website, in accordance with applicable rules, any required disclosure of changes to or waivers, if any, of our Code of Conduct and Business Ethics or our Code of Ethics for CEO and Financial Executives.

Our employees, partners, suppliers, and customers can ask questions about our Code of Conduct and Business Ethics or our Code of Ethics for CEO and Financial Executives, or report suspected violations of these codes, our policies, or the law, through one of the confidential reporting telephone lines or website addresses listed in our Code of Conduct and Business Ethics or by e-mailing wbacompliance@wba.com.

 

 

Stockholder Engagement

We value an open dialogue with our stockholders, and we believe that regular communication with our stockholders and other stakeholders is a critical part of enabling our long-term success.

The Board believes that, in most circumstances, our Chief Executive Officer and other authorized members of our senior management are best positioned to speak on behalf of the Company with our stockholders. However, the Board or its committees regularly receive reports on our stockholder engagement activities, and are provided with the opportunity to discuss and ask questions about significant stockholder feedback we receive. The Board and its committees also regularly consider stockholder perspectives, among other considerations, when making decisions related to their specific duties and responsibilities. Finally, the Corporate Governance Guidelines state that, from time to time, upon the reasonable request of one of our major stockholders, the Lead Independent Director will make himself available for consultation and direct communication with such stockholder where appropriate.

During 2018, members of our management team met with a number of our stockholders to discuss, among other topics, our business, financial, and operating performance; capital allocation priorities; corporate governance; executive compensation; and sustainability and CSR initiatives. This included, in advance of the Annual Meeting, formal governance-related outreach to over 30 of our largest stockholders, representing approximately 37% of our outstanding shares as of August 31, 2018 (approximately 44% excluding those shares held by affiliates of Stefano Pessina, our Executive Vice Chairman and Chief Executive Officer), in advance of the Annual Meeting.

 

In part as a result of stockholder feedback, in recent years, we have taken a number of actions to strengthen our governance and executive compensation programs and enhance the disclosure of our existing practices.

 

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We amended our Corporate Governance Guidelines to clarify the responsibilities of the Board and management and the descriptions of Board leadership roles and added provisions consistent with our commitment to Board ethics and compliance with our Code of Conduct and Business Ethics.

 

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We amended the charter of the Audit Committee to further clarify its role in overseeing enterprise risk management and legal and compliance matters.

 

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We amended the charter of the Nominating and Governance Committee to further clarify its role in overseeing our policies and activities regarding CSR, including with respect to sustainability and the environment.

 

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We enhanced our disclosure of our commitment to strong CSR and sustainability practices, both through additional disclosure in this Proxy Statement in “—Sustainability and Corporate Social Responsibility” above and through the issuance of our 2017 CSR Report, which is available at http://www.walgreensbootsalliance.com/corporate-social-responsibility-report.

 

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We adopted a new Political Engagement and Contributions Policy, which sets forth basic principles concerning political contributions, lobbying activities, and trade association memberships of the Company and its subsidiaries in the U.S., and which superseded the legacy policy previously adopted by Walgreens. We also further included disclosure in this Proxy Statement regarding our efforts to engage in the political process on behalf of our businesses, customers, communities, and stockholders, which can be found in “—Public Policy Engagement” above.

 

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We enhanced our disclosure of our executive compensation programs and practices in the Proxy Statement, specifically with respect to the manner in which the Compensation Committee sets performance targets for our executive compensation program so as to be rigorous yet achievable. This can be found in “Executive Compensation—Compensation Discussion and Analysis—III. Target Setting for Incentive Compensation” below.

 

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Taking into account the strong support demonstrated by our stockholders through both our direct engagement efforts as well as through the results of the say-on-pay advisory vote at our 2018 Annual Meeting, the Compensation Committee maintained the core structure of our overall executive compensation program while implementing a limited number of changes, including revisions to the mix of forms of equity used in the Long-Term Incentive Program (“LTIP”) and the retirement provisions applicable to LTIP awards that will be included in the applicable award agreements. A description of these changes can be found in “Executive Compensation—Compensation Discussion and Analysis—VII. Executive Compensation Program Updates for 2019” below.

 

 

Communication with the Board

Stockholders and other interested parties may communicate with the Board. Communications with the Board should be in writing, in the English language, and should be delivered:

 

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By courier or mail, addressed to Walgreens Boots Alliance, Inc., 108 Wilmot Road, MS #1858, Deerfield, Illinois 60015, Attention: Corporate Secretary; or

 

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By e-mail, to WBABoard@wba.com.

Our Corporate Secretary reviews all communications sent to the Board. All such communications will be forwarded to the Board or the appropriate committee or member thereof (or an individual director), except for those items that our Corporate Secretary deems, in his discretion, to be unrelated to a director’s duties and responsibilities as a director. Communications addressed to the Board may, at our discretion, be shared with members of our management.

Further information regarding the submission of comments or complaints relating to accounting, internal accounting controls, or auditing matters can be found in our Audit Committee Complaint Policy for Accounting and Auditing Matters, which is available at http://investor.walgreensbootsalliance.com/corporate-governance.cfm.

 

Each Non-Employee Director receives compensation for his or her service to the Board. Mr. Pessina, our Executive Vice Chairman and Chief Executive Officer, and Mr. Skinner, our Executive Chairman, are employees of the Company and therefore do not receive any additional compensation for their service to the Board. Information about their compensation can be found in “Executive Compensation—Compensation Discussion and Analysis—VI. CEO and Executive Chairman Compensation” and “Executive Compensation—Executive Compensation Tables and Supporting Information” below.

Pursuant to its charter, the Compensation Committee is charged with reviewing all elements of Non-Employee Director compensation and recommending to the Board any changes. The Board determines the form and amount of Non-Employee Director compensation annually after reviewing the Compensation Committee’s recommendations, if any.

Cash Retainers

In 2018, each Non-Employee Director received a $100,000 annual cash retainer (a $5,000 increase from 2017). Also in 2018, the Lead Independent Director received an additional annual cash retainer of $40,000, the Chair of the Audit Committee received an additional annual cash retainer of $25,000, and the Chairs of the other standing Board committees received an additional annual cash retainer of $20,000. All cash retainers were paid in quarterly installments.

Equity-Based Awards

A substantial portion of each Non-Employee Director’s annual compensation is in the form of equity, which the Board believes helps align his or her compensation with the interests of our stockholders. Under the Walgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), each Non-Employee Director is granted fully-vested shares of our common stock annually, on a date determined by the Board (currently November 1), for his or her service during the prior twelve months.

In 2018, each Non-Employee Director received a grant (pro-rated in the case of Mr. Almeida, who joined the Board in April 2017) of our common stock with a market value of $200,000 as of the grant date (November 1, 2017). This grant was made under the Omnibus Incentive Plan for service as a director from November 1, 2016 through October 31, 2017. This grant value increased by $10,000 from the 2017 director grant values.

Deferral Opportunities

Under the Omnibus Incentive Plan, the following deferral opportunities are available as elected by the Non-Employee Directors:

 

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All cash retainer payments may be deferred into a deferred cash compensation account or awarded in the form of deferred stock units (“DSUs”); and

 

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The annual stock grant may be awarded in the form of DSUs.

All amounts deferred into the deferred cash compensation account accrue interest at a monthly compounding rate equal to 120% of the applicable federal midterm rate. The Omnibus Incentive Plan provides Non-Employee Directors with election options relating to the timing and form of payment of account balances following termination of his or her service as a director, subject to certain restrictions.

Other

A Non-Employee Director who joins the Board during a fiscal year receives pro-rated amounts for all elements of his or her compensation for such fiscal year. A Non-Employee Director who leaves the Board during a fiscal year is entitled to retain any portion of his or her cash retainer already received for his or her service during such fiscal year, but is not entitled to receive a pro-rated equity award on the following November 1 for such pro-rated service.

 

All directors are reimbursed for expenses incurred in connection with meetings of the Board and its committees. On a very limited basis, we may determine that it is appropriate for a Non-Employee Director to be accompanied by his or her spouse or partner in connection with these meetings and/or at other events related to such Non-Employee Director’s service on the Board. In these circumstances, we also reimburse the spouse’s or partner’s travel expenses. In addition, in accordance with the Corporate Governance Guidelines, directors are reimbursed for reasonable expenses related to continuing education programs.

Non-Employee Director Stock Ownership Guidelines

We have adopted stock ownership guidelines for Non-Employee Directors. Under these guidelines, each Non-Employee Director is expected to accumulate shares of our common stock equal to the lesser of (a) 20,000 shares of our common stock and (b) the number of shares valued at three times (3x) such director’s total annual cash and equity compensation for Board service. Each Non-Employee Director is required to satisfy the stock ownership guidelines applicable to him or her within five years after first becoming subject to the guidelines. We consider DSUs as shares owned for purposes of compliance with these guidelines.

As of the Record Date, each Non-Employee Director had either met these guidelines or, using reasonable assumptions regarding future director compensation and stock appreciation, was progressing towards meeting these guidelines within the prescribed time frame.

The stock ownership guidelines applicable to Messrs. Pessina and Skinner are described further in “Executive Compensation—Compensation Discussion and Analysis—IX. Other Matters—B. Stock Ownership Guidelines” below.

2018 Non-Employee Director Compensation

The following table shows information regarding the compensation earned or paid during 2018 to Non-Employee Directors who served on the Board during the year. As noted above, Messrs. Skinner and Pessina are employees of the Company and therefore did not receive any additional compensation for their service to the Board.

 

Name		Fees Earned or Paid in Cash ($)  ➊				Stock Awards ($) ➋				All Other Compensation ($) ➌				Total ($)
José E. Almeida			100,000				99,979				—				199,979
Janice M. Babiak			125,000				200,000				24,930				349,930
David J. Brailer			120,000				200,000				46,007				366,007
William C. Foote			160,000				200,000				80,479				440,479
Ginger L. Graham			100,000				200,000				42,105				342,105
John A. Lederer			100,000				200,000				14,614				314,614
Dominic P. Murphy			100,000				200,000				28,953				328,953
Leonard D. Schaeffer			100,000				200,000				8,922				308,922
Nancy M. Schlichting			120,000				199,958				89,669				409,627

➊ Includes the annual retainer and other cash retainers outlined above (in all cases including deferred amounts). During 2018, the following directors deferred all of their retainers into DSUs: Dr. Brailer; Mr. Lederer; and Mr. Murphy. Ms. Schlichting deferred a portion of her retainer into DSUs.

➋ Represents the grant date (November 1, 2017) fair value determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 of the stock grant under the Omnibus Incentive Plan to each Non-Employee Director who received this stock award (including any deferred amounts). The number of shares granted was calculated by dividing $200,000 by $67.01, the closing stock price on November 1, 2017 (pro-rated in the case of Mr. Almeida, who joined the Board in April 2017). All stock awards are fully vested at the grant date. See “Security Ownership of Certain Beneficial Owners and Management” below for information regarding the number of DSUs held by Non-Employee Directors as of the Record Date.

➌ Represents dividends credited to DSUs. In addition to the amounts reported, directors are eligible to receive the same discount on merchandise purchased from us as we make available to employees generally.

 

2019 Non-Employee Director Compensation Changes

The Compensation Committee conducted its annual review of our Non-Employee Director compensation program in July 2018. Following that review, the Compensation Committee did not recommend any changes in the compensation program for Non-Employee Directors for 2019.

 

The following table sets forth information, as of the Record Date, concerning the ownership of our common stock by each person who is known to us to beneficially own more than 5% of our common stock, by each director and director nominee, by each NEO (as defined below), and by all current directors and executive officers as a group. Beneficial ownership is determined according to the rules of the SEC and generally includes any shares over which a person possesses sole or shared power to vote or to direct the disposition of, as well as any shares that such person has the right to acquire within 60 days, including through the exercise of options or other rights. Under these rules, the same shares may be beneficially owned by more than one person if there is shared power to vote and/or shared power to direct the disposition of the shares. Except as otherwise noted, to our knowledge, the persons named possessed sole voting and investment power over such shares, and such shares are not subject to any pledge.

 

Name		Shares of Common Stock Owned ➊				Options Currently Exercisable or Exercisable Within 60 Days				Total Shares of Common Stock Beneficially Owned ➊				Percent of Class
The Vanguard Group ➋			70,207,856				—				70,207,856				7.42%
BlackRock, Inc. ➌			54,231,335				—				54,231,335				5.73%
José E. Almeida ➍			3,995				—				3,995				*
Janice M. Babiak ➍			1,200				—				1,200				*
Ornella Barra ➎			1,726,425				138,247				1,864,672				*
David J. Brailer ➍			5,167				—				5,167				*
George R. Fairweather ➎			27,872				138,247				166,119				*
William C. Foote ➍			8,207				—				8,207				*
Alexander W. Gourlay			748,394				138,247				886,641				*
Ginger L. Graham ➍			2,150				—				2,150				*
James Kehoe ➊			—				—				—				*
John A. Lederer ➍			50,000				—				50,000				*
Dominic P. Murphy ➍			798				—				798				*
Stefano Pessina ➏			144,879,426				168,068				145,047,494				15.34%
Leonard D. Schaeffer ➍ ➐			1,659				—				1,659				*
Nancy M. Schlichting ➍			5,709				—				5,709				*
James A. Skinner ➊ ➍			43,158				—				43,158				*
All current directors and executive officers as a group (18 individuals) ➊ ➍ ➑			147,987,412				790,179				148,777,591				15.73%

*Less than 1% of the Company’s outstanding common stock.