SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2016

 

 

WALGREENS BOOTS ALLIANCE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36759   47-1758322

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

108 Wilmot Road, Deerfield, Illinois   60015
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (847) 315-2500

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 . Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(e) On January 27, 2016, following approval by the Compensation Committee of the Board of Directors of Walgreens Boots Alliance, Inc. (the “Company”), the Company entered into an Extension to the Assignment Letter (the “Extension”) between Alexander Gourlay, who serves the Company as Executive Vice President, President of Walgreen Co., and Walgreens Boots Alliance Services Limited (formerly Alliance Boots Management Services Ltd.). The Extension extends the term of the Assignment Letter dated September 27, 2013 (the “Assignment Letter”) between Mr. Gourlay and Alliance Boots Management Services Ltd. through July 31, 2016, subject to certain modifications and updates including, without limitation, to reflect Mr. Gourlay’s current titles and responsibilities at the Company and Walgreen Co., his current annual rate of salary of £635,913 ($905,159 based on exchange rates as of January 27, 2016), his participation in the WBA Management Incentive Plan and his eligibility for long-term incentive awards under the Company’s 2013 Omnibus Incentive Plan starting with long-term incentive awards granted as of November 1, 2015, subject to the terms and conditions of the applicable plans. The foregoing summary should be read together with the Assignment Letter filed as Exhibit 10.53 to Walgreen Co.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2013 filed with the SEC on October 21, 2013 and is qualified in its entirety by reference to the full text of the Extension, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07 . Submission of Matters to a Vote of Security Holders .

(a) The Company held its Annual Meeting of Stockholders on January 27, 2016.

(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 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
Non-Votes
 

Janice M. Babiak

     823,962,394         5,216,982         3,113,546         134,609,589   

David J. Brailer

     825,267,631         3,708,285         3,317,006         134,609,589   

William C. Foote

     817,074,609         11,948,451         3,269,862         134,609,589   

Ginger L. Graham

     821,439,383         7,696,648         3,156,891         134,609,589   

John A. Lederer

     823,165,333         5,940,182         3,187,407         134,609,589   

Dominic P. Murphy

     822,178,982         6,920,078         3,193,862         134,609,589   

Stefano Pessina

     822,813,063         6,271,457         3,208,402         134,609,589   

Barry Rosenstein

     822,341,827         6,714,010         3,237,085         134,609,589   

Leonard D. Schaeffer

     822,461,286         6,661,858         3,169,778         134,609,589   

Nancy M. Schlichting

     822,001,202         7,133,888         3,157,832         134,609,589   

James A. Skinner

     821,782,007         7,285,308         3,225,607         134,609,589   


Proposal No. 2: The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved. There were 810,941,104 votes for, 16,012,000 votes against, and 5,339,818 abstentions. There were 134,609,589 broker non-votes on this proposal.

Proposal No. 3: The proposal to ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm was approved. There were 956,597,939 votes for, 6,875,154 votes against, and 3,429,418 abstentions.

Floor Proposal: A stockholder floor proposal regarding the preparation of a report regarding linking executive incentive pay to performance on sustainability metrics was not approved. There were no votes for, 832,292,922 votes against, and no abstentions. There were 134,609,589 broker non-votes on this proposal.

 

Item 9.01 . Financial Statements and Exhibits .

(d) Exhibits

 

Exhibit

  

Description

10.1    Extension, dated January 27, 2016, to Assignment Letter between Alexander Gourlay and Walgreens Boots Alliance Services Limited (formerly Alliance Boots Management Services Ltd.).


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 1, 2016     By:  

/s/ Jan S. Reed

    Title:   Senior Vice President, General Counsel and Corporate Secretary

Exhibit 10.1

January 27, 2016

PRIVATE & CONFIDENTIAL

Alex Gourlay

108 Wilmot Road

Deerfield, IL 60015

Dear Alex,

Extension to your Secondment to Walgreen Co.

This letter is to confirm the extension of your secondment to Walgreen Co. under the secondment letter agreement dated 26 September 2013 between you and Walgreens Boots Alliance Services Limited (formerly Alliance Boots Management Services Ltd.) (the “Agreement”). This extension is for an additional 10 months, with an end date of 31 July 2016, and subject to the following modifications to the Agreement:

 

  1. Paragraph 1 of the Agreement is amended to reflect your current titles, Executive Vice President of Walgreens Boots Alliance, Inc. (“WBA”) and President of Walgreen Co., reporting directly to the Chief Executive Officer of WBA.

 

  2. All references in the Agreement to Walgreen Co. shall also include WBA, as applicable. In particular, Paragraph 1 of the Agreement is amended to reflect that you are a Section 16 Executive Officer of WBA.

 

  3. Paragraph 6(a) of the Agreement is amended to reflect your current annual rate of salary, £635,913.

 

  4. Paragraph 6(f) of the Agreement is amended to reflect your participation in the WBA Management Incentive Plan as applied to your position level for the WBA 2016 fiscal year – and subsequent fiscal years, as applicable. Your target bonus level remains at 100% of base salary for fiscal year 2016 under this Plan.

 

  5. Paragraph 6(g) of the Agreement is amended to reflect your eligibility for long-term incentive awards under the WBA 2013 Omnibus Incentive Plan, as applied to your position level -starting with long-term incentive awards to be granted as of November 1, 2015.


All other assignment terms and conditions remain unchanged, as detailed in the Agreement.

Please sign below to confirm that you have read, understand and agree to this extension of the Agreement.

Yours sincerely,

/s/ Kathleen Wilson-Thompson

Kathleen Wilson-Thompson,

Executive Vice President - Global Chief Human Resources Officer, WBA

Signed on behalf of Walgreens Boots Alliance Services Limited

I confirm that I have read, understand and agree to be bound by the contents of this extension letter.

Alex Gourlay

/s/Alex Gourlay

Signed

27 January 2016

Date signed

 

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