--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-020487" form_type: "8-K" ticker: null cik: "0001618921" company_name: "Walgreens Boots Alliance, Inc." filed_at: "2023-01-31T23:59:59+00:00" generated_at: "2026-06-20T05:26:00.820974+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.2 calibrated_materiality_score: 0.2 confidence: "high" source: SEC EDGAR --- # All directors elected, say-on-pay approved, shareholder proposals rejected at 2023 annual meeting ## Summary - Bylaws amended effective Jan 26, 2023 to update stockholder list access, proxy card color rule, and director nomination requirements. - All 10 director nominees elected; Nancy Schlichting received the most against votes at 38.4M (6.1% of votes cast). - Advisory say-on-pay approved: 555.4M for (87.8%) vs 73.6M against. - Ratification of Deloitte & Touche as auditor for FY2023 passed with 715.8M votes for. - Two stockholder proposals rejected: report on tobacco public health costs and independent board chairman. ## SEC filing metadata - accession: 0001193125-23-020487 - form_type: 8-K - cik: 0001618921 - company_name: Walgreens Boots Alliance, Inc. - filed_at: 2023-01-31T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.2 - calibrated_materiality_score: 0.2 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1618921/000119312523020487/0001193125-23-020487-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1618921/000119312523020487/d103023d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-020487 - JSON: https://secwatch.observer/filing/0001193125-23-020487.json - Plain text: https://secwatch.observer/filing/0001193125-23-020487.txt ## Key facts - Governance Changes Walgreens Boots Alliance, Inc.: Amended and restated bylaws effective immediately, including changes to stockholder lists, proxy card color, director nominations, abstentions, and emergency provisions (effective 2023-01-26). - Change: bylaw amendment - Effective: 2023-01-26 source text: On January 26, 2023, the Board of Directors (the “Board”) of Walgreens Boots Alliance, Inc. (the “Company”), upon the recommendation of the Board’s Nominating and Governance Committee, approved and adopted, effective immediately, the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1618921/000119312523020487/0001193125-23-020487-index.htm - Shareholder Votes Walgreens Boots Alliance, Inc. shareholders approved Election of Directors at the 2023-01-26 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-01-26 source text: Proposal No. 1: The stockholders voted for the election of the following directors to serve on the Board 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 622,276,609 9,080,379 1,592,400 111,155,434 Inderpal S. Bhandari 625,620,829 5,483,849 1,844,710 111,155,434 Rosalind G. Brewer 622,191,606 9,118,030 1,639,752 111,155,434 Ginger L. Graham 605,098,862 26,244,952 1,605,574 111,155,434 Bryan C. Hanson 621,865,913 9,450,283 1,633,192 111,155,434 Valerie B. Jarrett 610,461,150 21,018,256 1,469,982 111,155,434 John A. Lederer 614,689,631 16,624,470 1,635,287 111,155,434 Dominic P. Murphy 624,122,642 7,108,801 1,717,945 111,155,434 Stefano Pessina 613,517,812 17,700,774 1,730,802 111,155,434 Nancy M. Schlichting 592,861,750 38,355,706 1,731,932 111,155,434 evidence_url: https://www.sec.gov/Archives/edgar/data/1618921/000119312523020487/0001193125-23-020487-index.htm - Shareholder Votes Walgreens Boots Alliance, Inc. shareholders approved Ratification of independent auditor at the 2023-01-26 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-01-26 source text: Proposal No. 3: The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was approved. There were 715,841,987 votes for, 26,216,090 votes against, and 2,046,745 abstentions. evidence_url: https://www.sec.gov/Archives/edgar/data/1618921/000119312523020487/0001193125-23-020487-index.htm - Shareholder Votes Walgreens Boots Alliance, Inc. shareholders rejected Stockholder proposal requesting independent board chairman at the 2023-01-26 meeting. - Outcome: failed - Meeting: 2023-01-26 source text: Proposal No. 5: The stockholder proposal requesting an independent board chairman was not approved. There were 214,178,740 votes for, 416,228,718 votes against, and 2,541,930 abstentions. There were 111,155,434 broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1618921/000119312523020487/0001193125-23-020487-index.htm - Shareholder Votes Walgreens Boots Alliance, Inc. shareholders rejected Stockholder proposal requesting report on public health costs due to tobacco product sales at the 2023-01-26 meeting. - Outcome: failed - Meeting: 2023-01-26 source text: Proposal No. 4: The stockholder proposal requesting report on public health costs due to tobacco product sales and the impact on overall market returns was not approved. There were 64,828,489 votes for, 562,332,664 votes against, and 5,788,235 abstentions. There were 111,155,434 broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1618921/000119312523020487/0001193125-23-020487-index.htm - Shareholder Votes Walgreens Boots Alliance, Inc. shareholders approved Advisory approval of executive compensation at the 2023-01-26 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-01-26 source text: Proposal No. 2: The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the proxy statement for the Annual Meeting, was approved. There were 555,423,218 votes for, 73,571,554 votes against, and 3,954,616 abstentions. There were 111,155,434 broker non-votes on this proposal. evidence_url: https://www.sec.gov/Archives/edgar/data/1618921/000119312523020487/0001193125-23-020487-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.