SEC Form 8-K filed by Walgreens Boots Alliance Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, on March 6, 2025, Walgreens Boots Alliance, Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Blazing Star Parent, LLC, a Delaware limited liability company (“Parent”), Blazing Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the other affiliates of Parent named therein (collectively, together with Parent and Merger Sub, the “Parent Entities”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, the Company will cease to be a publicly traded company.
On July 11, 2025, the Company held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Merger Agreement.
As of June 6, 2025, the record date (the “Record Date”) for the Special Meeting, there were 865,560,675 shares of the common stock of the Company, par value $0.01 per share (“Company Common Stock”), outstanding, each of which was entitled to one vote on each matter considered at the Special Meeting. As of the Record Date, there were 717,727,706 shares of Company Common Stock held by holders other than Stefano Pessina, John Lederer, Parent and any of their respective affiliates (the “Unaffiliated Stockholders”). A total of 648,219,746 shares of Company Common Stock, representing approximately 74.89% of the voting power of the outstanding shares of the Company’s Common Stock entitled to vote, were present or represented by proxy at the Special Meeting, constituting a quorum to conduct business.
The Special Meeting was held to consider the following proposals:
| 1. | Merger Agreement Proposal. A proposal to adopt the Merger Agreement, pursuant to which, subject to the terms and conditions set forth therein and among other things, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Merger Agreement Proposal”). |
| 2. | Adjournment Proposal. A proposal to adjourn the Special Meeting, from time to time, to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”). |
| 3. | Merger-Related Compensation Proposal. A proposal to approve, by a nonbinding, advisory vote, certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger (the “Merger-Related Compensation Proposal”). |
Each proposal is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 6, 2025 and first mailed to the Company’s stockholders on June 6, 2025. The Merger Agreement and the Merger-Related Compensation Proposal were each approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are described below.
The Merger Agreement Proposal
Approval of the proposal to adopt the Merger Agreement required both the affirmative vote of (i) the holders of a majority of the outstanding shares of Company Common Stock entitled to vote on such matter at the Special Meeting (the “Majority of the Outstanding Shares”) and (ii) the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Stockholders cast on such matter at the Special Meeting (the “Majority of the Unaffiliated Shares Cast”). A total of 500,386,777 shares of Company Common Stock held by the Unaffiliated Stockholders were cast on this matter at the Special Meeting.
| For | Against | Abstain | ||||||||||
| Majority of the Outstanding Shares |
626,190,387 | 20,140,186 | 1,889,173 | |||||||||
| Majority of the Unaffiliated Shares Cast |
478,357,418 | 20,140,186 | 1,889,173 | |||||||||
The Merger Agreement was approved by the requisite votes of the Company’s stockholders.
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The Merger-Related Compensation Proposal
Approval on a nonbinding advisory basis of the Merger-Related Compensation Proposal required the affirmative vote of a majority of the shares of Company Common Stock present in person or by proxy at the Special Meeting and entitled to vote on the Merger-Related Compensation Proposal.
| For | Against | Abstain | ||
| 608,730,038 | 34,916,603 | 4,573,105 |
The Merger-Related Compensation Proposal was approved on a nonbinding advisory basis.
In light of the approval of the Merger Agreement Proposal, the Adjournment Proposal was rendered moot and was not presented at the Special Meeting. There were no recorded broker non-votes.
| Item 8.01. | Other Events. |
On July 11, 2025, the Company issued a press release announcing the preliminary results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release of Walgreens Boots Alliance, Inc. dated July 11, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WALGREENS BOOTS ALLIANCE, INC. | ||||||
| Date: July 11, 2025 | By: | /s/ Lanesha Minnix | ||||
| Name: Lanesha Minnix | ||||||
| Title:Executive Vice President, Global Chief Legal Officer and Corporate Secretary | ||||||
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