Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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”). The amendments to the Bylaws include: (a) modifications to the provisions relating to the availability of lists of stockholders entitled to vote at stockholder meetings in Article II, Section 2.6 to reflect recent amendments to the Delaware General Corporation Law (the “DGCL”); (b) revisions to Article II, Section 2.8 to require that any stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; (c) revisions to Article II, Sections 2.15, 2.16 and 2.17 with respect to the notification and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and requiring that stockholder nominees for director provide specified information and sit for interviews with the Board and its committees, if requested; (d) modifications to Article II, Section 2.18 to provide that abstentions and directions to withhold authority will not be considered votes cast in determining the outcome of any election of directors; (e) inclusion of a new Section 3.14 in Article III allowing the Board and committees of the Board to conduct business in the event of an emergency as permitted under the DGCL, and (f) other technical, ministerial, clarifying and conforming changes.
The foregoing summary of the amendments to the Company’s Bylaws is qualified in all respects by reference to the text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting on January 26, 2023.
(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 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 | |
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.
