Walgreens Boots Alliance (WBA) Proxy Filing summary

Executive summary

• Fiscal 2024 marked by significant management transitions, cost reductions over $1 billion, and a strategic turnaround plan focused on stabilizing pharmacy margins, advancing retail strategy, and improving net debt position over the next fiscal year.

• Sales increased 6.2% to $147.7B, with key achievements in cost savings, capital expenditure reduction, and working capital optimization.

• The company is emphasizing a disciplined, sustainable retail pharmacy-led model and expects further progress in fiscal 2025.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors, say-on-pay for executive compensation, amendments to the 2021 Omnibus Incentive Plan and Employee Stock Purchase Plan, ratification of Deloitte as auditor, and an amendment for officer exculpation.

• A shareholder proposal requests a report on cigarette waste; the board recommends voting against it, citing broader waste reduction efforts.

Board of directors and corporate governance

• Board consists of 12 nominees, 10 of whom are independent, with a focus on diversity, skills in healthcare, technology, finance, and risk management.

• Active board refreshment: 50% of nominees elected in the past three years; average tenure is 6.6 years.

• Board leadership includes an Executive Chairman, CEO, and a Lead Independent Director with substantial responsibilities.

• Committees: Audit, Compensation and Leadership Performance (CLP), Finance and Technology, and Nominating and Governance, all chaired by independent directors.

• Annual board and committee evaluations, periodic third-party assessments, and robust stockholder engagement are in place.