UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant x Filed by a party other than the Registrant ¨
Check the appropriate box:
| | |
¨ | | Preliminary Proxy Statement |
| |
¨ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| |
¨ | | Definitive Proxy Statement |
| |
x | | Definitive Additional Materials |
| |
¨ | | Soliciting Material Pursuant to Section 240.14a-12 |
Walgreens Boots Alliance, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| | | | |
| |
x | | No fee required |
| |
¨ | | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| | |
| | 1) | | Title of each class of securities to which transaction applies: |
| | 2) | | Aggregate number of securities to which transaction applies: |
| | 3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | 4) | | Proposed maximum aggregate value of transaction: |
| | 5) | | Total fee paid: |
| |
¨ | | Fee paid previously with preliminary materials. |
| |
¨ | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | |
| | 1) | | Amount previously paid: |
| | 2) | | Form, Schedule or Registration Statement No.: |
| | 3) | | Filing party: |
| | 4) | | Date Filed: |
*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on January 26, 2017
| | | | |
| | WALGREENS BOOTS ALLIANCE, INC. | | Meeting Information |
| | |
| | | | Meeting Type: Annual |
| | ![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-16-788525/g278460naa1a.jpg)
108 WILMOT ROAD DEERFIELD, IL 60015 | | For holders as of: November 28, 2016 |
| | | Date:January 26, 2017 Time:8:30 AM EST |
| | | Location: Park Hyatt New York |
| | | 153 W. 57th Street |
| | | New York, NY 10019 |
| | | You are receiving this communication because you hold shares of common stock of Walgreens Boots Alliance, Inc. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor by scanning the QR code on the reverse side, or you may request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. |
| | See the reverse side of this notice to obtain proxy materials and voting instructions. |
| | |
| | | |
| | | |
| | | | |
| | Before You Vote How to Access the Proxy Materials |
| | Proxy Materials Available to VIEW or RECEIVE: |
| | NOTICE AND PROXY STATEMENT FISCAL 2016 ANNUAL REPORT |
| |
| | How to View Online: |
| |
| | Have the information that is printed in the box marked by the arrow (located on the following page) and visit:www.proxyvote.com,or scan the QR code below. |
| |
| | How to Request and Receive a PAPER or E-MAIL Copy: |
| |
| | If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
| |
| | 1)BY INTERNET: www.proxyvote.com |
| | 2)BY TELEPHONE: 1-800-579-1639 |
| | 3)BY E-MAIL*: sendmaterial@proxyvote.com |
| |
| | * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. |
| |
| | Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before January 12, 2017 to facilitate timely delivery. |
| | |
| | How To Vote Please Choose One of the Following Voting Methods | | ![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-16-788525/g278460naa2b.jpg)
|
| | |
![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-16-788525/g278460naa2c.jpg)
| | Vote By Internet:Go towww.proxyvote.comor from a smart phone, scan the QR code above.Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. |
| Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. See “How to Request and Receive a PAPER or E-MAIL Copy” above. |
| Vote By Telephone:You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card that will provide instructions to vote these shares by proxy via the telephone. See “How to Request and Receive a PAPER or E-MAIL Copy” above. |
| Vote In Person:You may choose to attend and vote in person at the Annual Meeting of Stockholders. A ballot will be provided to stockholders of record who attend the Annual Meeting and wish to vote in person. You must obtain an admission ticket in advance. Instructions for registering to attend the Annual Meeting are included below. Please refer to the Proxy Statement for other admission requirements. |
| Stockholder Meeting Registration:In order to attend the Annual Meeting, you must obtain an admission ticket by registering no later than January 20, 2017. Click the “Register for Meeting” link atwww.proxyvote.com to register. If you do not have access to the Internet you can register by calling 1-844-318-0137. |
| | | | | | | | |
| | Voting Items | | |
| |
| | Company Proposals |
| |
| | The Board of Directors recommends that you vote FOR all nominees for director. (Your proxy holders will vote FOR the election of the following nominees unless you indicate otherwise.) |
| | |
| | 1. | | Election of 10 Directors: |
| | |
| | | | Nominees: |
| | | |
| | | | 1a. | | Janice M. Babiak |
| | | |
| | | | 1b. | | David J. Brailer |
| | | |
| | | | 1c. | | William C. Foote |
| | | |
| | | | 1d. | | Ginger L. Graham |
| | | |
| | | | 1e. | | John A. Lederer |
| | | |
| | | | 1f. | | Dominic P. Murphy |
| | | |
| | | | 1g. | | Stefano Pessina |
| | | |
| | | | 1h. | | Leonard D. Schaeffer |
| | | |
| | | | 1i. | | Nancy M. Schlichting |
| | | | 1j. | | James A. Skinner |
| | | | | |
This is not a ballot or a proxy. You cannot use this notice to vote these shares.
Company Proposals
The Board of Directors recommends that you vote FOR proposals 2, 3 and 4. (Your proxy holders will vote FOR each of the following proposals unless you indicate otherwise.)
2. | Advisory vote to approve named executive officer compensation. |
3. | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2017. |
4. | Approval of the material terms of the performance measures under the Walgreens Boots Alliance, Inc. Amended and Restated 2011 Cash-Based Incentive Plan. |
Stockholder Proposals
The Board of Directors recommends that you vote AGAINST proposals 5 and 6. (Your proxy holders will vote AGAINST proposals 5 and 6 unless you indicate otherwise.)
5. | Stockholder proposal requesting certain proxy access by-law amendments. |
6. | Stockholder proposal relating to executive pay & sustainability performance. |
![LOGO](https://capedge.com/proxy/DEFA14A/0001193125-16-788525/g278460naa4.jpg)