Walgreens Boots Alliance (WBA) Proxy Filing summary

Executive summary

• Fiscal 2024 marked significant progress in a turnaround plan, including assembling a new management team, cost reductions over $1 billion, and net debt reduction of $1.9 billion.

• Key priorities for fiscal 2025 are stabilizing pharmacy margins, advancing retail strategy, and further improving net debt position.

• International and U.S. Healthcare segments are expected to grow in fiscal 2025.

Voting matters and shareholder proposals

• Election of 12 director nominees for a one-year term.

• Advisory vote on executive compensation (say-on-pay).

• Approval of amended Omnibus Incentive Plan and Employee Stock Purchase Plan.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2025.

• Amendment to Certificate of Incorporation for officer exculpation.

• Stockholder proposal requesting a report on cigarette waste, with Board recommending a vote against.

Board of directors and corporate governance

• Board consists of 12 nominees, 10 of whom are independent; focus on diversity and refreshment.

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

• Board leadership structure features an Executive Chairman, CEO, and Lead Independent Director.

• Annual board and committee evaluations, periodic third-party board evaluations, and robust stockholder engagement.

• Proxy access bylaw allows significant stockholders to nominate directors.