| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Bryan C. Hanson to the Board of Directors
On October 27, 2022, the Board of Directors (the “Board”) of Walgreens Boots Alliance, Inc. (the “Company”), upon the recommendation of the Nominating and Governance Committee, appointed Bryan C. Hanson to the Board effective immediately for a term continuing through the Company’s next Annual Meeting of Stockholders, when Mr. Hanson is expected to be a nominee for election by stockholders. The Board also appointed Mr. Hanson to serve on the Finance and Technology and Compensation and Leadership Performance Committees of the Board.
Mr. Hanson, age 55, has served as the President, Chief Executive Officer and Chairman of the Board of Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”), a publicly traded medical device company, since 2021. He previously served as the President and Chief Executive Officer of Zimmer Biomet since 2017. Prior to joining Zimmer Biomet, Mr. Hanson was a member of Medtronic’s Executive Committee and Executive Vice President and Group President, Minimally Invasive Therapies Group of Medtronic. Prior to joining Medtronic, Mr. Hanson served as Group President, Covidien, with global responsibility for all Covidien business segments. Prior to being elevated to that newly created position, Mr. Hanson served as Group President, Medical Devices & U.S. of Covidien and prior to that, he served as Group President, Surgical Solutions and President, Energy-based Devices. Mr. Hanson began his career with Covidien in 1992.
There were no arrangements or understandings pursuant to which Mr. Hanson was appointed to the Board, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Hanson that would be reportable under Item 404(a) of Regulation S-K. Mr. Hanson’s compensation for service as a non-employee director will be consistent with that of the Company’s other non-employee directors, subject to proration to reflect the commencement date of his service on the Board. The non-employee director compensation program is described under the caption “Director Compensation” in the Company’s definitive proxy statement for its January 27, 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on December 8, 2021.
Retirement of William C. Foote from the Board of Directors
On October 27, 2022, Mr. William Foote, the Board’s Lead Independent Director, Chair of the Nominating and Governance Committee and a member of the Finance and Technology Committee, notified the Board that he will retire and not stand for re-election at the Company’s 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). As a result, his service on the Board will cease following the 2023 Annual Meeting. Mr. Foote had no disagreements with the Company and will be retiring from the Board for business and personal reasons. In connection with Mr. Foote’s retirement, Ginger L. Graham was appointed by the Board as Lead Independent Director and Chair of the Nominating and Governance Committee.
Approval of Forms of Grant Agreements
On October 26, 2022, the Compensation and Leadership Performance Committee of the Board approved forms of grant agreement for future use under the Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan. These forms are attached as Exhibit 10.1 (form of Performance Share Award agreement), Exhibit 10.2 (form of Restricted Stock Unit Award agreement) and Exhibit 10.3 (form of Restricted Stock Unit Award agreement for Executive Chairman) hereto, and are incorporated herein by reference.
On October 28, 2022, the Company issued a press release announcing the appointment of Mr. Hanson to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated in this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
