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2021 Proxy Statement 1 Notice of 2021 Annual Meeting of Stockholders

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2021 Proxy Statement 1 Notice of 2021 Annual Meeting of Stockholders Our vision Be the first choice for pharmacy, well-being and beauty – caring for people and communities around the world. purpose We help people across the world lead healthier and happier lives. values Walgreens Boots Alliance takes seriously its aim of inspiring a healthier and happier world, as reflected in our core values. Trust Respect, integrity and candor guide our actions to do the right thing Care Our people and customers inspire us to act with commitment and passion Innovation We cultivate an open and entrepreneurial mind-set in all that we do Partnership We work collaboratively with each other and our partners to win together Dedication We work with rigor, simplicity and agility to deliver exceptional results Inclusion We are empowered to bring our authentic selves in an open, welcoming and equitable workplace Message from our Lead Independent Director “Our commitment to open communication and collaboration with stockholders stands firm, even as we continue to fulfill the immense, essential role we play in supporting health and wellness in our communities in response to the ongoing health crisis.” – William C. Foote, Lead Independent Director Dear Fellow Stockholders: As your lead independent director, I am pleased to present the Walgreens Boots Alliance Proxy Statement and cordially invite you to our 2021 Annual Meeting of Stockholders to be held on Thursday, January 28, 2021 at 8:00 a.m. Central Time. This year, in light of the public health impact of the COVID-19 pandemic and our commitment to support health and wellness, the Annual Meeting of Stockholders will be held entirely online. The virtual meeting will also allow for greater participation by all of our stockholders, regardless of their geographic location. Please see the Notice of Annual Meeting on the next page for more information about how to virtually attend and participate in the Annual Meeting of Stockholders. Your vote is very important. Whether or not you plan to attend the Annual Meeting of Stockholders, please vote at your earliest convenience. On behalf of the Board, I would like to take this opportunity to thank you, our fellow stockholders, for your ongoing engagement with us during a year in which our Company has operated vigorously on the front lines helping lead the response to an unprecedented global pandemic. Our commitment to open communication and collaboration with stockholders stands firm, even as we continue to fulfill the immense, essential role we play in supporting health and wellness in our communities in response to the ongoing health crisis. We thank those of you who met with us over the past months and provided invaluable input on our corporate governance practices. At a time when our industries are re-evaluating risk and adapting to change more quickly than ever, we reaffirm our steadfast and ongoing commitment to strong corporate governance and to rigorous, independent Board leadership. Throughout a year marked by urgent issues, the full Board and its Committees have continued to provide direction and oversight to management, including on the elements and dimensions of the major risks we face. Effective governance remains a critical driver of our long-term strategy and I encourage you to read more about our governance structure and practices in this proxy statement. In July, we announced a search for a new Chief Executive Officer as we continue our work to drive further progress on our key strategic priorities and to transform the business for the future to address the rapidly-evolving healthcare sector. The strength of our governance practices will remain critical during this leadership transition. We could not be more proud of Walgreens Boots Alliance employees and how they have responded to the COVID-19 pandemic. They have worked tirelessly to adapt our business to evolving societal needs while prioritizing the health, safety and well-being of our customers, all while providing critical access to healthcare, trustworthy information and innovative solutions. I am proud of the leadership our management team has shown during this time of crisis as well. Our leaders have met the challenge of COVID-19 head on with incredible stamina and resolute focus on fulfilling the Company’s purpose of promoting health and wellness. They have also done this while leading the organization by example with commendable actions, such as bonuses for our front-line workers and our CEO’s request for no direct compensation for fiscal 2021 in light of the impact of the pandemic. The pandemic has underlined the importance of sustainability for all enterprises and reinforced our Company’s Corporate Social Responsibility (CSR) strategy, which is centered on the health and well-being of our communities. The Company’s purpose is to help people across the world lead healthier and happier lives and it leverages its international scale to drive health initiatives in collaboration with community partners, to protect the planet, to do business fairly and with integrity and to foster a safe and inclusive workplace. WBA is a component of the Dow Jones Sustainability North America Index, a recognition of the Company's outstanding performance in corporate sustainability. The Board cares deeply about racial equity and recognizes that while WBA can be proud of its long history of work on diversity and inclusion, we can do more to advance in this area. The Board is committed to drawing from diverse pools of candidates when considering new members as it upholds WBA’s core values, which have been updated to reflect inclusion, as well as trust, care, innovation, partnership and dedication. On behalf of my fellow independent directors and the entire Board, thank you for your partnership and investment in WBA. We appreciate your trust and confidence in our leadership. Sincerely, William C. Foote Lead Independent Director 2021 Proxy Statement 1 Notice of 2021 Annual Meeting of Stockholders Background Date and Time Location Who Can Vote Thursday, The Annual Meeting will be held The Board of Directors has fixed the close of business on November 30, January 28, 2021 exclusively online at 2020 as the record date. You are entitled to vote at the Annual Meeting at 8:00 a.m. www.virtualshareholdermeeting. and at any adjournment thereof if you were a holder of the Company’s Central Time com/WBA2021 common stock as of the close of business on November 30, 2020. Proposals that Require Your Vote Board Learn Recommendation More 1 Vote on the election of 11 director nominees named in this proxy statement FOR each nominee u Page 13 2 Ratify the appointment of Deloitte & Touche LLP as our independent registered public FOR u Page 49 accounting firm for our fiscal year ending August 31, 2021 3 Approve, on an advisory basis, our named executive officer compensation FOR u Page 53 4 Approve the Walgreens Boots Alliance, Inc. 2021 Omnibus Incentive Plan FOR u Page 86 5-6 Consider two stockholder proposals, if properly presented at the meeting AGAINST u Page 93 Stockholders will also transact such other business as may expanded access, improved communication and cost savings properly be brought before the meeting or any adjournment for our stockholders. thereof by or at the direction of the Board of Directors. To be admitted to the Annual Meeting, please visit These proxy materials are first being sent (or, as applicable, www.virtualshareholdermeeting.com/WBA2021. You will log made available) to stockholders commencing on into the Annual Meeting by entering your unique 16-digit control December 8, 2020. number found on your proxy card or voting instruction form. For more information about how to attend the Annual Meeting Your vote is important. Please vote by Internet, telephone or online, please see “Attending the Annual Meeting” on page 103 mail as soon as possible to ensure your vote is recorded of this proxy statement. properly. By order of the Board of Directors, The Annual Meeting will be held entirely online via live audio webcast due to the public health impact of the COVID-19 pandemic and to support the health and wellness of our stockholders, directors, team members, and guests. The virtual Annual Meeting will also allow for greater participation by all of our stockholders, regardless of their geographic location. To Joseph B. Amsbary, Jr. attend the Annual Meeting, examine our list of stockholders, Vice President, Corporate Secretary vote and submit your questions during the Annual Meeting, go December 8, 2020 to www.virtualshareholdermeeting.com/WBA2021. Prior to the Walgreens Boots Alliance, Inc. Annual Meeting, you will be able to vote at www.proxyvote.com 108 Wilmot Road and by the other methods described in this proxy statement. We Deerfield, Illinois 60015 are excited to embrace the latest technology to provide (principal executive office) Stockholders of record may vote without attending the Annual Meeting by one of the following methods: Complete, sign and date the Call the toll-free telephone Go to https://www.proxyvote.com enclosed proxy card and return it number 1-800-690-6903 and and follow the instructions on the in the prepaid envelope follow the recorded instructions. website. provided. 2 Walgreens Boots Alliance Contents Message from our Lead Independent Director 1 VI. CEO and Executive Chairman Compensation 67 Notice of 2021 Annual Meeting of Stockholders 2 VII. Executive Compensation Program Updates 69 Proxy Statement Summary 4 VIII. Retirement and Other Benefits 69 IX. Executive Compensation Corporate Governance 72 Proposal 1 u Compensation Committee Report
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