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Notice of 2017 Annual Meeting of Stockholders and Proxy Statement

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Notice of 2017 Annual Meeting of Stockholders and Proxy Statement Notice of 2017 Annual Meeting of Stockholders and Proxy Statement Notice of 2017 AnnualMeeting of Stockholders December 8, 2016 Dear Fellow Stockholders: Youare invitedtoattend the WalgreensBoots Alliance,Inc.2017 AnnualMeeting of Stockholders, which willbeheld on Thursday, January 26,2017,at8:30 a.m., Eastern StandardTime, at Park Hyatt NewYork, 153West 57th Street,New York,New York 10019. Doorswill open at 7:45 a.m. At the meeting, stockholders will be asked to: • Elect the ten director nominees named in the proxy statement; • Approve,onanadvisory basis,the Company’snamed executive officer compensation; • Ratify theappointmentofDeloitte &Touche LLP as the Company’sindependent auditorfor 2017; • Approve thematerialtermsofthe performance measuresunder the Company’s 2011 Cash-Based Incentive Plan; • Vote on thetwo stockholder proposalscontainedinthe proxystatement, if properly presentedatthe meeting;and • Transact such other businessasmay properly comebefore themeetingand any adjournment or postponement thereof. Youare eligible to vote if you wereastockholder of recordasofthe close of business on November 28,2016. Your vote is important. Please vote by Internet, telephone, or mail as soonaspossible to ensureyour vote is recorded promptly.Your vote beforethe annualmeetingwill ensure representation of your shares. Please alsonotethat,beginningthisyear,ifyou want to attendthe annual meetinginperson,you must pre-registerand obtain an admission ticket in advance.Toobtainanadmission ticket, please followthe instructions on page 73 of theproxy statement. By orderofthe BoardofDirectors, CollinG.Smyser Vice President, Corporate Secretary Proxy Statement TABLEOFCONTENTS Page ProxyStatement Summary1 Questions andAnswers Aboutthe AnnualMeeting 5 ProposalNo. 1: Election of Directors11 Board Composition and the Director Selection Process 11 Director Biographies 13 Corporate Governance 19 Board and Stockholder Meetings 19 Director Independence 19 Committees 20 Governance Policies 22 Consideration of Director Candidates 22 Communications with the Board 22 Board Leadership Structure 23 Board Oversight of Risk Management 23 Director Compensation 24 Certain Relationships and Related Transactions 26 Proposal No.2:AdvisoryVote to Approvethe Compensation of theNamed ExecutiveOfficers 30 ExecutiveCompensation31 Compensation Discussion and Analysis 31 Compensation Committee Report 46 Executive Compensation Tables and Supporting Information 47 Security OwnershipofCertain Beneficial Owners andManagement 55 EquityCompensationPlans 58 Proposal No.3:Ratification of theAppointmentofDeloitte&ToucheLLP as theIndependent RegisteredPublic Accounting Firm 60 Independent Registered Public Accounting Firm Fees and Services 60 AuditCommittee Report 61 Proposal No.4:Approvalofthe Material Termsofthe Performance Measures underthe Walgreens BootsAlliance, Inc. Amendedand Restated2011CashBased IncentivePlan 64 Proposal No.5:Stockholder Proposal 68 Proposal No.6:Stockholder Proposal 71 Other Matters73 ExhibitA:WalgreensBoots Alliance,Inc.2011Cash-Based IncentivePlanA-1 Walgreens BootsAlliance, Inc., aDelawarecorporation,isthe successor to WalgreenCo.,anIllinois corporation(“Walgreens”), following the completion of the holding companyreorganization approved by Walgreensshareholders on December 29,2014(the“Reorganization”). Unless otherwise stated, references hereintothe “Company” refertoWalgreens Boots Alliance,Inc. fromand after the effective timeofthe Reorganization on December31, 2014 and,prior to that time, to itspredecessor Walgreens. Unless otherwisestated,all informationpresentedinthis proxy statement of theCompany (this“Proxy Statement”) is based on theCompany’s fiscal calendar,which endsonAugust 31 (e.g., referencesto“2016”refer to the year ended August 31, 2016). ThisProxy Statement contains forward-looking statements made pursuant to thesafeharbor provisionsofthe PrivateSecuritiesLitigation Reform Actof1995. Words suchas“expect,”“likely,” “outlook,”“forecast,”“preliminary,” “would,” “could,” “should,”“can,”“will,” “project,” “intend,”“plan,”“goal,” “guidance,”“target,”“aim,”“continue,” “sustain,”“synergy,” “on track,”“headwind,” “tailwind,”“believe,”“seek,”“estimate,” “anticipate,”“may,” “possible,” “assume,” andvariations of suchwords and similar expressions are intended to identifysuch forward-lookingstatements. Theseforward-looking statements are notguarantees of future performance andare subjecttorisks,uncertaintiesand assumptions,knownorunknown, which could cause actualresults to vary materiallyfromthose indicatedoranticipated. Theseand otherrisks, assumptionsand uncertaintiesare described in theCompany’s Annual Report on Form 10-Kfor the fiscalyearendedAugust 31,2016(the“AnnualReport”) and in other documents thatthe Company may file or furnish with theSecuritiesand Exchange Commission. Shouldone or more of theserisks or uncertainties materialize,orshould underlying assumptions prove incorrect, actualresults mayvary materially fromthose indicated or anticipated by such forward-looking statements.Accordingly,readers arecautioned not to place unduerelianceonthese forward-lookingstatements,which speakonly as of thedatetheyare made.Excepttothe extentrequiredbylaw,the Company does not undertake,and expresslydisclaims,any dutyorobligation to update publicly anyforward-lookingstatement after the date of thisProxy Statement, whether as aresultofnew information,futureevents, changes in assumptionsorotherwise. Proxy Statement ProxyStatement Summary This summaryhighlights informationcontained elsewhere in thisProxy Statement. This summary does not containall of the information thatyou shouldconsider,and you shouldread this Proxy Statement andthe Annual Reportbeforevoting. 2017 Annual Meeting of Stockholders Date andTime: Thursday,January 26, 2017,8:30 a.m. Eastern Standard Time Location: Park Hyatt New York, 153 West 57th Street, New York, New York 10019 Voting: Youare entitled to vote at the meeting if you were aholder of the Company’s common stock as of the close of business on November 28, 2016. Admission: Youmust pre-registerand have an admission ticket, alongwithvalid, government- issued photo identification, to attendthe meeting in person. To obtainanadmission ticket, please follow the instructions on page 73 of theProxy Statement. Voting Matters Thefollowing table summarizes theproposalstobeconsidered at the AnnualMeeting and theBoard’svoting recommendations withrespecttoeachproposal. ProposalsBoardRecommendationPageReference 1. Election of Directors FOR eachnominee 11 2. AdvisoryVotetoApprove theCompensation FOR 30 of the NamedExecutive Officers (“say-on-pay”) 3. Ratification of theAppointmentofDeloitte&ToucheLLP FOR 60 as the IndependentRegistered Public Accounting Firm 4. Approval of theMaterial Terms of thePerformance FOR 64 MeasuresUnder the2011Cash-Based IncentivePlan 5. StockholderProposalRequesting Certain Proxy AGAINST 68 Access By-lawAmendments 6. StockholderProposalRelating to Executive Pay AGAINST 71 &Sustainability Performance Proxy Statement 1 PROXYSTATEMENT SUMMARY BoardofDirectors TheBoard consists of highlyexperienced and accomplished directors who areuniquely qualified to overseethe Company’s business. Thefollowing table providessummary information about each director nominee. Each director stands forelection annually. Detailed informationabout eachdirector’sbackground,skillset, and areas of experiencecan be foundbeginning on page 13 of theProxy Statement. BoardMemberDetails Name andPrincipalOccupation AgeDirectorSince Other Public Boards Independent CommitteeMemberships Janice M. Babiak 58 2012 Bank of Montreal ü • Audit (Chair) Former Partner, • Finance Ernst &Young LLP DavidJ.Brailer 57 2010 ü • Audit Chairman, • Finance (Chair) Health Evolution Partners WilliamC.Foote 65 1997 ü • Compensation Former Chair and CEO, • Nominating and USG Corporation Governance (Chair) Ginger L. Graham 61 2010 Clovis Oncology,Inc. ü • Audit President and CEO, Genomic Health, Inc. • Nominating and TwoTrees Consulting, Inc. Governance John A. Lederer 61 2015 Maple Leaf Foods ü • Compensation Former President and CEO, US Foods • Finance US Foods Dominic P. Murphy 49 2012 • Finance Partner,Kohlberg Kravis Roberts &Co. L.P. StefanoPessina 75 2012 Galenica AG Executive Vice Chairman and CEO, Walgreens Boots Alliance,Inc. LeonardD.Schaeffer 71 2015 ü • Compensation Judge Robert Maclay Widney • Nominating and Chair and Professor, Governance Univ.ofSouthernCalifornia NancyM.Schlichting 62 2006 ü • Audit President and CEO, • Compensation (Chair) Henry Ford Health System James A. Skinner 72 2005 Illinois Tool WorksInc. Executive Chairman, Walgreens Boots Alliance,Inc. 2Proxy Statement PROXYSTATEMENT SUMMARY Director NomineeFacts Director Highlights 7 of 10 3 of 10 2 of 10 are independent are female are non-U.S. resident Director Tenure 0 to 6 6 to 12 >12 years years years Average directorage:63.6years Average directortenure: 7.1years Corporate Governance Highlights The Company is committed to corporate governance policies and practices that serve the interests of its stockholders. The following table summarizes certain highlights of the Company’scorporate governancepoliciesand practices: • AnnualElectionofDirectors • IndependentLead Director • Majority Voting forAll Directors • RegularExecutiveSessions of IndependentDirectors • Cumulative Voting forElectionofDirectors • AnnualBoardand CommitteeEvaluationProcess • No SupermajorityVoting Provisions • Strategicand Risk OversightbyBoardand Committees • Commitment to Sustainabilityand Corporate • No StockholderRightsPlan(“Poison
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