SEC Form 8-K filed by Walgreens Boots Alliance Inc.

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification Number)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Modify the Bylaws to more closely align to the Delaware General Corporation Law (the “DGCL”) and the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), including provisions related to meetings held by remote communications, accessing the stockholder list, various notice requirements, procedures for stockholder action by consent and requesting special meetings, Board and committee quorums, Board action by consent, signing stock certificates, Board approval of Bylaw amendments and indemnification of directors and officers.

Clarify and update certain procedural requirements in the advance notice provisions relating to the requirements for stockholder-submitted nominations and/or other business proposals, including, among other things, to no longer require stockholder nominees to interview with the Board, to require a proposing stockholder to represent that it or its qualified representative will appear at the stockholder meeting to present its nomination or proposal and whether it intends to deliver proxy materials or solicit proxies and votes in support of its nomination or proposal, and to clarify the Company’s deadline for delivering a director questionnaire following a proper request.

Update the advance notice provisions to require the notice from stockholders to include certain information from stockholders or beneficial owners that are entities, to remove the requirements for the notice from stockholders to include information from persons “acting in concert,” “affiliates,” and “associates” and to remove the requirement for the notice from stockholders to disclose information about certain performance related fees.

Update certain procedural requirements for director nominations by stockholders under the advance notice provision, including to require reasonable documentary evidence of compliance with Rule 14a-19, clarify the timing for providing notice of additional or substitute nominations, and limit the number of stockholder nominees to the number of directors to be elected.

Revise certain requirements related to stockholder meetings, including: clarifying what constitutes a “contested election” and the existing voting standard in uncontested director elections, revising the default location for stockholder meetings, removing limitations on voting certain shares registered in the name of another entity, person or receiver and removing the requirement that an incumbent director offer to resign following an uncontested election in which the director did not receive support from a majority of votes cast (which provision is set forth in the Company’s Corporate Governance Guidelines), clarifying that, with respect to matters that are submitted to the stockholders, if a different or minimum vote is required by the Certificate of Incorporation, the Bylaws, the rules and regulations of any stock exchange applicable to the Company, or any law or regulation applicable to the Company or its securities, such different or minimum vote shall be the applicable vote on the matter, and addressing the procedures for adjourning and designating the chair of stockholder meetings.

Modify certain other provisions, including related to the registered agent, removing language stating that certain actions are not conflicts of interests in order to default to the DGCL, the appointment of committee members, the list of required Company officers, and changes to the Company’s fiscal year.

Financial Statements and Exhibits.

/s/ Joseph B. Amsbary Jr.