WALGREENS BOOTS ALLIANCE, INC. (NASDAQ:WBA) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.
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Submission of Matters to a Vote of Security Holders. |
(a) Walgreens Boots Alliance, Inc., a Delaware corporation (the
Company), held its Annual Meeting of Stockholders on January26,
2017.
(b) Set forth below are the voting results for each of the
proposals submitted to a vote of the Companys stockholders at the
Annual Meeting:
Proposal No.1: The stockholders voted for 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 directors earlier death,
resignation or removal):
| Votes For | VotesAgainst | Abstentions | Broker Non-Votes | |||||||||||||
|
Janice M. Babiak |
824,994,771 | 6,610,339 | 1,099,219 | 133,755,160 | ||||||||||||
|
David J. Brailer |
827,187,194 | 4,256,338 | 1,260,797 | 133,755,160 | ||||||||||||
|
William C. Foote |
812,777,883 | 17,285,087 | 2,641,359 | 133,755,160 | ||||||||||||
|
Ginger L. Graham |
822,418,577 | 9,202,002 | 1,083,750 | 133,755,160 | ||||||||||||
|
John A. Lederer |
821,243,827 | 10,214,321 | 1,246,181 | 133,755,160 | ||||||||||||
|
Dominic P. Murphy |
822,565,237 | 8,884,548 | 1,254,544 | 133,755,160 | ||||||||||||
|
Stefano Pessina |
823,484,469 | 8,103,596 | 1,116,264 | 133,755,160 | ||||||||||||
|
Leonard D. Schaeffer |
818,344,261 | 13,052,029 | 1,308,039 | 133,755,160 | ||||||||||||
|
Nancy M. Schlichting |
816,962,471 | 14,617,133 | 1,124,725 | 133,755,160 | ||||||||||||
|
James A. Skinner |
817,568,538 | 12,483,707 | 2,652,084 | 133,755,160 |
Proposal No.2: The proposal to approve, on an advisory
basis, the compensation of the Companys named executive officers
was approved. There were 790,078,480 votes for, 37,444,019 votes
against, and 5,181,830 abstentions. There were 133,755,160 broker
non-votes on this proposal.
Proposal No.3: The proposal to ratify the appointment of
Deloitte Touche LLP as the Companys independent registered public
accounting firm for fiscal year 2017 was approved. There were
955,097,503 votes for, 9,520,965 votes against, and 1,841,021
abstentions.
Proposal No.4: The proposal regarding approval of the
material terms of the performance measures under the Walgreens
Boots Alliance, Inc. Amended and Restated 2011 Cash-Based
Incentive Plan was approved. There were 814,039,450 votes for,
15,878,129 votes against, and 2,786,750 abstentions. There were
133,755,160 broker non-votes on this proposal.
Proposal No.5: The stockholder proposal requesting
certain proxy access by-law amendments was not approved. There
were 203,037,811 votes for, 595,525,917 votes against, and
34,140,601 abstentions. There were 133,755,160 broker non-votes
on this proposal.
Proposal No.6: The stockholder proposal relating to
executive pay sustainability performance was not approved. There
were 166,762,743 votes for, 555,232,437 votes against, and
110,709,149 abstentions. There were 133,755,160 broker non-votes
on this proposal.
| Item7.01. | Regulation FD Disclosure. |
On January29, 2017, the Company, Rite Aid Corporation, a Delaware
corporation (Rite Aid), and Victoria Merger Sub, Inc., a Delaware
corporation and a wholly owned direct subsidiary of the Company
(Merger Sub), entered into Amendment No.1 (the Amendment) to the
previously announced Agreement and Plan of Merger, dated as of
October27, 2015 (the Merger Agreement), by and among the Company,
Rite Aid and Merger Sub. As previously disclosed, to the terms
and subject to the conditions set forth in the Merger Agreement,
as amended by the Amendment, Merger Sub will merge with and into
Rite Aid (the Merger), with Rite Aid surviving the Merger as a
wholly-owned direct subsidiary of the Company.
Based on the terms and conditions of the Amendment, the Company
no longer expects any material accretion from Rite Aid in fiscal
year 2017. This takes into account the extended timeframe for
closing, the updated potential store divestitures, and the new
per share merger consideration.
The Company has therefore revised its guidance for fiscal year
2017, and now anticipates adjusted net earnings per share of
$4.90 to $5.08.
The Company continues to expect that it will realize synergies
from the acquisition of Rite Aid in excess of $1 billion, to be
fully realized within three to four years of the closing of the
Merger. These synergies, as previously disclosed, are expected to
be derived primarily from procurement, cost savings and other
operational matters.
| Item8.01. | Other Events. |
On January30, 2017, the Company and Rite Aid issued a joint press
release announcing that they had entered into the Amendment. A
copy of the joint press release is filed as Exhibit 99.1 hereto
and is incorporated in this Item8.01 by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit |
Description |
|
| 99.1 |
Joint Press Release of Walgreens Boots Alliance, Inc. and Rite Aid Corporation dated January30, 2017 |
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this report may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as
anticipate, believe, continue, could, estimate, expect, intend,
may, plan, predict, project, should, and will and variations of
such words and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements are
not guarantees of future performance and involve risks,
assumptions and uncertainties, including, but not limited to,
risks related to the satisfaction of the conditions to closing
the acquisition in the anticipated timeframe or at all, including
risks related to the failure to obtain necessary
regulatory and Rite Aid stockholder approvals and the
possibility that the acquisition does not close, including in
circumstances in which Rite Aid would be obligated to pay the
Company a termination fee or other expenses and vice versa; risks
related to the ability to realize the anticipated benefits of the
acquisition, including the possibility that the expected
synergies from the proposed acquisition will not be realized or
will not be realized within the expected time period; the risk
that the businesses will not be integrated successfully; risks
associated with the financing of the transaction; disruption from
the transaction making it more difficult to maintain business and
operational relationships; negative effects of this announcement
or the consummation of the proposed acquisition on the market
price of the Companys common stock; significant transaction
costs; unknown liabilities; the risk of litigation and/or
regulatory actions related to the proposed acquisition; other
business effects, including the effects of industry, market,
economic, political or regulatory conditions; future exchange or
interest rates or credit ratings; changes in tax laws,
regulations, rates and policies; competitive developments; and
risks and uncertainties discussed in the reports that the Company
and Rite Aid have filed with the Securities and Exchange
Commission. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. Accordingly, you
are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date they
are made. The Company and Rite Aid expressly disclaim any current
intention to update publicly any forward-looking statement after
the date of this report, whether as a result of new information,
future events, changes in assumptions or otherwise. A further
list and description of risks and uncertainties can be found in
Rite Aids Annual Report on Form 10-K for the fiscal year ended
February27, 2016 and its reports on Form 10-Q and Form 8-K as
well as in the Companys most recent Form 10-K and its reports on
Form 10-Q and Form 8-K. This report does not constitute an offer
of any securities for sale.
About WALGREENS BOOTS ALLIANCE, INC. (NASDAQ:WBA)
Walgreens Boots Alliance, Inc. is a holding company. The Company is a pharmacy-led health and wellbeing company. The Company operates through three segments: Retail Pharmacy USA, Retail Pharmacy International and Pharmaceutical Wholesale. The Retail Pharmacy USA segment consists of the Walgreen Co. (Walgreens) business, which includes the operation of retail drugstores, care clinics and providing specialty pharmacy services. The Retail Pharmacy International segment consists primarily of the Alliance Boots pharmacy-led health and beauty stores, optical practices and related contract manufacturing operations. The Pharmaceutical Wholesale segment consists of the Alliance Boots pharmaceutical wholesaling and distribution businesses. The Company’s portfolio of retail and business brands includes Walgreens, Duane Reade, Boots and Alliance Healthcare, as well as global health and beauty product brands, including No7, Botanics, Liz Earle and Soap & Glory. WALGREENS BOOTS ALLIANCE, INC. (NASDAQ:WBA) Recent Trading Information
WALGREENS BOOTS ALLIANCE, INC. (NASDAQ:WBA) closed its last trading session down -0.24 at 81.26 with 4,613,064 shares trading hands.