Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders (the "Annual Meeting") of
The Plan provides for a variety of equity and cash-based awards as a tool for the Company to attract, retain, motivate, and reward executives and other employees of the Company or its affiliates, as well as non-employee directors; to provide for equitable and competitive compensation opportunities, including deferral opportunities, to encourage long-term service; to recognize individual contributions and reward achievement of Company goals; and promote the creation of long-term value for stockholders by closely aligning the interests of participants with those of stockholders.
The Plan replaces the Company's 2013 Omnibus Incentive Plan, as amended and restated (the "Former Plan"). As of the effective date of the Plan, no further grants may be made under the Former Plan and shares that were available for issuance under the Former Plan and not subject to outstanding awards became available for issuance (in addition to 65 million newly authorized shares) under the Plan. In addition, subject to and in accordance with the Plan, shares that are subject to outstanding awards under the Plan or Former Plan that are subsequently cancelled, expired, forfeited, settled in cash or are otherwise terminated or settled without delivery of the full number of shares subject to such award also become available for awards under the Plan.
A more detailed description of the Plan was set forth in the Company's Proxy
Statement filed with the
The general forms of the Performance Share Award agreement, the Stock Option Award agreement and the Restricted Stock Unit Award agreement to be used under the Plan are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively.
On
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting on
(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 of Directors 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):
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Broker Votes For Votes Against Abstentions Non-Votes José E. Almeida 614,639,564 18,219,187 1,873,427 106,076,420 Janice M. Babiak 624,408,342 8,580,845 1,742,991 106,076,420 David J. Brailer 624,558,332 8,306,971 1,866,875 106,076,420 William C. Foote 590,428,119 42,605,314 1,698,745 106,076,420 Ginger L. Graham 625,567,828 7,428,840 1,735,510 106,076,420 Valerie B. Jarrett 613,960,893 19,109,439 1,661,846 106,076,420 John A. Lederer 611,984,946 20,804,967 1,942,265 106,076,420 Dominic P. Murphy 625,198,966 7,695,202 1,838,010 106,076,420 Stefano Pessina 619,307,188 13,631,184 1,793,806 106,076,420 Nancy M. Schlichting 598,395,838 34,678,887 1,657,453 106,076,420 James A. Skinner 601,845,956 31,088,137 1,798,085 106,076,420
Proposal No. 2: The proposal to ratify the appointment of
Proposal No. 3: 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 not approved. There were 299,571,604 votes for, 330,495,572 votes against, and 4,665,002 abstentions. There were 106,076,420 broker non-votes on this proposal.
Proposal No. 4: The proposal to approve the
Proposal No. 5: The stockholder proposal requesting an independent Board Chairman was not approved. There were 231,483,651 votes for, 399,965,397 votes against, and 3,283,130 abstentions. There were 106,076,420 broker non-votes on this proposal.
Proposal No. 6: The stockholder proposal requesting report on how health risks from COVID-19 impact the Company's tobacco sales decision-making was not approved. There were 70,990,245 votes for, 539,381,218 votes against, and 24,360,715 abstentions. There were 106,076,420 broker non-votes on this proposal.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description 10.1Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan 10.2 Form of Performance Share Award agreement (effectiveJanuary 2021 ) 10.3 Form of Stock Option Award agreement (effectiveJanuary 2021 ) 10.4 Form of Restricted Stock Unit Award agreement (effectiveJanuary 2021 ) 10.5 Amendment to the amended and restatedWalgreens Boots Alliance, Inc. 2013 Omnibus Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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