WALGREENS BOOTS ALLI

WBA
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Walgreens Boots Alliance : 2022 Proxy Statement

12/08/2021 | 10:52am

2022

Notice of Annual Meeting and Proxy Statement

As a global leader in retail pharmacy, we impact millions of lives every day by dispensing medicines, and providing accessible, high-quality care.

OUR WHY

Purpose

More joyful lives through better health.

OUR WHAT

Vision

To be the leading partner in reimagining local healthcare and wellbeing for all.

OUR HOW

Values

Courageous

Connected

Committed

Curious

Challenging

Reflecting the

Leading with

Continuously learning

the status-quo,

communities we serve,

integrity, building

and adapting, following

addressing conflict

understanding the

on our legacy,

the science and data,

directly, and driving

needs of others, and

and striving boldly

and creating paths where

informed risk-taking.

innovating together.

toward the future.

none existed.

A Message from our Executive Chairman and our CEO

Dear Fellow Investors,

We are pleased to present the Walgreens Boots Alliance Proxy Statement and cordially invite you to our 2022 Annual Meeting of Stockholders to be held on Thursday, January 27, 2022 at 8:30 a.m. Central Time at the Four Seasons Hotel Chicago.

As you know, this has been an extraordinary year for Walgreens Boots Alliance. The pandemic definitely allowed us to step up like never before and deliver in so many ways.

However, we are just getting started in terms of how we can mobilize to solve big, complex problems in healthcare and build on our strengths, and our current momentum is expected to lead to sustainable, profitable growth. We also see many ways that we can do even more good for the world, including addressing some of the social determinants that result in health disparities.

Bill Foote, our Board's lead independent director, shares more of these details on the next page. First though, we want to outline briefly our plans for the future, which we discussed in more depth during our Investor Event in October.

As we move forward, we are committed to transparency, accountability, and extremely well thought out strategy, and to achieve our goals, we will be laser focused on acceleration, execution, and accountability. We have put in place a series of KPIs to report back regularly on our progress with our four key strategic priorities, which align closely with our Purpose, Vision, and Values.

These priorities are:

  1. Transform and align the core. We will build the pharmacy of the future by reimagining retail through expanded health and wellness offerings and mass personalization, accelerating our brands and digital offerings, and expanding our Transformational Cost Management Program.
  2. Build the next growth engine with consumer-centric healthcare solutions. We will move quickly to become a leading provider of local clinical care services, while also leveraging a consumer-centrictechnology and pharmacy network to deliver value-basedcare. As core to this approach, we will strengthen partnerships with payors, providers, and patients.
  3. Focus the portfolio and optimize capital allocation. We will prioritize our core assets and healthcare ambitions in order to maximize value.
  4. Build a high-performanceculture and a winning team. We will attract and retain a best-in-class, diverse team.

We deeply appreciate your support as we go on this journey together, and work toward achieving even better outcomes for our patients and customers and further returns for all of you.

Sincerely,

Stefano Pessina

Rosalind G. Brewer

Executive Chairman

Chief Executive Officer

2022 Proxy Statement

3

A Message from our

Lead Independent Director

"When I look back at the year since we last met, I would characterize it as a year of change. And change is not always easy but is a necessary component of a successful company over the long term."

Dear Fellow Stockholders,

As your lead independent director, I look forward to welcoming you to our 2022 Annual Meeting of Stockholders.

When I look back at the year since we last met, I would characterize it as a year of change. And change is not always easy but is a necessary component of a successful company over the long term. First, as a result of a rigorous process to find the Company's next Chief Executive Officer, we were pleased to appoint Rosalind G. Brewer as the Company's new leader. Roz's energy, focus and expertise have revitalized the Company and could not be more timely as we focus on execution of our integrated healthcare, pharmacy and retail strategy. Although the Company's transformation will take time, we as a Board could not be more excited about the future of the Company and the leadership that we have in place to execute our plans.

We continued to make stockholder engagement a priority in 2021. I, along with Nancy Schlichting, our Compensation and Leadership Performance Committee Chair, personally engaged with many stockholders on executive compensation. We were intent on understanding specific stockholder feedback related to our executive compensation program and our say on pay vote last year, and believe stockholders were pleased to hear the changes being made to our programs for fiscal 2021, including the addition of objective diversity, equity and inclusion (DEI) goals.

Environmental, social and governance (ESG) matters were also at the forefront of our conversations with stockholders. We believe that ESG success is an important component of our overall success as a company. We maintain our focus on our Company's ESG strategy, which is centered on the health and well-being of our communities, our employees and our planet.

Our stockholders have been clear about their desire to ensure that we are caring for our employees, especially in this time of crisis as the COVID-19 pandemic has continued and given our role as an integral part of the response to the pandemic. The Company made extraordinary efforts to care for employees and provide flexibility to promote personal and professional success, and our efforts have been recognized by JUST Capital and Forbes, which ranked Walgreens 19 out of 100 of the largest U.S. employers for COVID-19 response.

We heard that DEI is a critical focus for our stockholders. The Company has ingrained DEI in everything we do, as evidenced through our addition of DEI metrics as a part of our Company-wide compensation program. Our 2020-21 DEI Report provides further evidence of our focus as a company to be a leader in these efforts. Finally, our commitment to transparency around our DEI efforts can be seen through our decision to release our EEO-1 data on an annual basis, which the Board overwhelmingly agreed should be public for all of our stakeholders.

On behalf of my fellow independent directors and the entire Board, we thank you for your partnership with WBA. We thank you for your investment in WBA. And finally, we appreciate your trust and confidence in our leadership.

Sincerely,

William C. Foote

Lead Independent Director

4 Walgreens Boots Alliance, Inc.

Notice of 2022 Annual Meeting of Stockholders

Date and Time

Location

Who Can Vote

Thursday, January 27, 2022

Four Seasons Hotel Chicago

The Board of Directors has fixed the close of business on

at 8:30 a.m.

120 East Delaware Place

November 29, 2021 as the record date. You are entitled

Central Time

Chicago, Illinois 60611

to vote at the Annual Meeting and at any adjournment

thereof if you were a holder of the Company's common

stock as of the close of business on November 29, 2021.

Proposals That Require Your Vote

Board Recommendation

Learn More

1Vote on the election of 10 director nominees named in this Proxy Statement

FOR each nominee

Page 18

2Approve, on an advisory basis, our named executive officer compensation

FOR

Page 57

3Ratify the appointment of Deloitte & Touche LLP as our independent registered public

FOR

Page 99

accounting firm for our fiscal year ending August 31, 2022

4-6Consider three stockholder proposals, if properly presented at the meeting

AGAINST

Page 103

Stockholders will also transact such other business as may properly be brought before the meeting or any adjournment thereof by or at the direction of the Board of Directors.

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

properly. Stockholders of record may vote without attending the Annual Meeting by one of the following methods:

Mail

Complete, sign and date the enclosed proxy card and return it in the prepaid envelope provided.

Telephone

Call the toll-free telephone number 1-800-690-6903 and follow the recorded instructions.

Internet

Go to https://www.proxyvote.com and follow the instructions on the website.

These proxy materials are first being sent (or, as applicable, made available) to stockholders commencing on December 8, 2021.

If you want to attend the Annual Meeting in person, you must pre-register and obtain an admission ticket in advance and have a valid, government-issued photo identification. To do so, please follow the instructions on page 115 of this Proxy Statement.

By order of the Board of Directors,

Joseph B. Amsbary, Jr.

Vice President, Corporate Secretary December 8, 2021

Walgreens Boots Alliance, Inc.

108 Wilmot Road Deerfield, Illinois 60015 (principal executive office)

2022 Proxy Statement

5

Disclaimer

Walgreens Boots Alliance Inc. published this content on 08 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 December 2021 15:51:05 UTC.

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