Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Inderpal S. Bhandari to the Board of Directors
On September 6, 2022, the Board of Directors (the "Board") of Walgreens Boots
Alliance, Inc. (the "Company"), upon the recommendation of the Nominating and
Governance Committee, appointed Inderpal S. Bhandari to the Board effective
immediately for a term continuing through the Company's next Annual Meeting of
Stockholders, when Mr. Bhandari is expected to be a nominee for election by
stockholders. The Board also appointed Mr. Bhandari to serve on the Finance and
Technology Committee of the Board.
Mr. Bhandari, age 62, has served as the Global Chief Data Officer of
International Business Machines Corporation ("IBM") since December 2015. From
2014 to 2015, Mr. Bhandari served as Senior Vice President and Chief Data
Officer of Cambia Health Solutions ("Cambia"), where he led the development of
Cambia's data strategy and drove the transformation of consumer experience
strategies. He was previously the Chief Data Officer and Vice President,
Knowledge Solutions of Express Scripts Inc. and the Chief Data Officer and Vice
President, Health Data & Analytics of Medco Health Solutions, Inc.
There were no arrangements or understandings pursuant to which Mr. Bhandari was
appointed to the Board, and since the beginning of the last fiscal year, there
have been no related party transactions between the Company and Mr. Bhandari
that would be reportable under Item 404(a) of Regulation S-K. Mr. Bhandari's
compensation for service as a non-employee director will be consistent with that
of the Company's other non-employee directors, subject to proration to reflect
the commencement date of his service on the Board. The non-employee director
compensation program is described under the caption "Director Compensation" in
the Company's definitive proxy statement for its January 27, 2022 Annual Meeting
of Stockholders filed with the Securities and Exchange Commission on December 8,
2021.
Item 8.01 Other Events.
On September 8, 2022, the Company issued a press release announcing the
appointment of Mr. Bhandari to the Board. A copy of the press release is
attached as Exhibit 99.1 hereto and incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release issued September 8, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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