SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) Walgreens Boots Alliance, Inc. (the “Company”) held its Annual Meeting of Stockholders on January 30, 2020 (the “Annual Meeting”).
(b) Set forth below are the voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting:
Proposal No. 1: The stockholders voted for the election of the following directors to serve on the Board of Directors until the next Annual Meeting of Stockholders or until their successors are elected and qualified (or any such director’s earlier death, resignation or removal):
| Votes For |
Votes Against |
Abstentions |
Broker |
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| José E. Almeida |
653,585,062 |
20,693,069 |
1,731,942 |
107,032,055 |
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| Janice M. Babiak |
658,767,801 |
15,593,647 |
1,648,625 |
107,032,055 |
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| David J. Brailer |
657,085,428 |
17,064,005 |
1,860,640 |
107,032,055 |
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| William C. Foote |
621,657,337 |
52,420,640 |
1,932,096 |
107,032,055 |
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| Ginger L. Graham |
658,966,278 |
15,367,151 |
1,676,644 |
107,032,055 |
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| John A. Lederer |
650,036,449 |
24,107,548 |
1,866,076 |
107,032,055 |
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| Dominic P. Murphy |
662,379,898 |
11,816,655 |
1,813,520 |
107,032,055 |
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| Stefano Pessina |
654,186,960 |
20,069,559 |
1,753,554 |
107,032,055 |
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| Nancy M. Schlichting |
622,857,778 |
51,537,958 |
1,614,337 |
107,032,055 |
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| James A. Skinner |
649,778,283 |
24,396,592 |
1,835,198 |
107,032,055 |
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Proposal No. 2: The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2020 was approved. There were 755,548,283 votes for, 24,753,133 votes against, and 2,740,712 abstentions.
Proposal No. 3: The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved. There were 559,590,843 votes for, 109,572,606 votes against, and 6,846,624 abstentions. There were 107,032,055 broker non-votes on this proposal.
Proposal No. 4: The stockholder proposal requesting an independent Board Chairman was not approved. There were 257,011,642 votes for, 415,851,448 votes against, and 3,146,983 abstentions. There were 107,032,055 broker non-votes on this proposal.
Proposal No. 5: The stockholder proposal was withdrawn by the proponent.
Proposal No. 6: The stockholder proposal regarding the ownership threshold for calling special meetings of stockholders was not approved. There were 263,492,691 votes for, 408,721,255 votes against, and 3,796,127 abstentions. There were 107,032,055 broker non-votes on this proposal.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WALGREENS BOOTS ALLIANCE, INC. | ||||
| Date: February 4, 2020 |
By: |
/s/ Joseph B. Amsbary, Jr. | ||
| Title: |
Vice President, Corporate Secretary | |||
