---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-020848"
form_type: "8-K"
ticker: null
cik: "0001618921"
company_name: "Walgreens Boots Alliance, Inc."
filed_at: "2025-02-05T23:59:59+00:00"
generated_at: "2026-05-27T02:44:23.635139+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Walgreens stockholders approve 61.5M share increase for 2021 Omnibus Plan and officer exculpation charter amendment

## Summary
- Stockholders approved increase of 61.5M shares available under 2021 Omnibus Incentive Plan at Jan 30, 2025 annual meeting.
- Certificate of Incorporation amended to provide officer exculpation under Delaware law, effective upon filing with Secretary of State.
- All 12 director nominees elected with 95%+ votes for each; say-on-pay (Proposal 2) received 90.8% votes for.
- Employee Stock Purchase Plan amendment and auditor (Deloitte & Touche) ratification each approved with >90% votes for.
- Stockholder proposal on cigarette waste report failed with 37.5M for vs 503.4M against.

## SEC filing metadata
- accession: 0001193125-25-020848
- form_type: 8-K
- cik: 0001618921
- company_name: Walgreens Boots Alliance, Inc.
- filed_at: 2025-02-05T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1618921/000119312525020848/0001193125-25-020848-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1618921/000119312525020848/d896789d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-020848
- JSON: https://secwatch.observer/filing/0001193125-25-020848.json
- Plain text: https://secwatch.observer/filing/0001193125-25-020848.txt

## Key facts
- Governance Changes
  Walgreens Boots Alliance, Inc.: Certificate of Incorporation amended to provide exculpation from liability for certain officers as permitted by Delaware law (effective 2025-02-01).
  - Change: charter amendment
  - Effective: 2025-02-01
  source text: the Board approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to provide exculpation from liability for certain Company officers in certain circumstances as permitted by Delaware law, subject to stockholder approval at the Annual Meeting. At the Annual Meeting, stockholders considered and approved the Amendment. The Company has filed with the Secretary of State of Delaware a Certificate of Amendment that reflects the Amendment, which was effective upon filing. Following the filing of the Certificate of Amendment, the Company filed with the Secretary of State of Delaware a Restated Certificate of Incorporation that reflects the Amendment, which became effective on February 1, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1618921/000119312525020848/0001193125-25-020848-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.