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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12

Walgreens Boots Alliance, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): ☑ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ☐ Fee paid previously with preliminary materials: ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount previously paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed:

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Notice of 2020 Annual

Meeting of Stockholders

and Proxy Statement

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Our vision

Be the first choice for pharmacy, wellbeing and beauty – caring for people and communities around the world. Our purpose

We help people across the world lead healthier and happier lives. Our 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; and



Dedication We work with rigor, simplicity and agility to deliver exceptional results.



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Message from our

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 2020 Annual Meeting of Stockholders to be held on Thursday, January 30, 2020 at 8:30 a.m. Eastern Time at HOTEL DU PONT, Gold Ballroom, 42 West 11th Street, Wilmington, Delaware 19801. We look forward to seeing you there. Even if you cannot attend in person, your vote is very important. Please vote at your earliest convenience.

On behalf of the Board, I would like to take this opportunity to reaffirm to you, our fellow stockholders, our steadfast and ongoing commitment to strong corporate governance. We are committed to rigorous independent Board leadership and open communication and collaboration with stockholders. We thank those of you who met with us over the past year and provided invaluable input to our corporate governance practices.

The industries in which we operate continue to face unprecedented pressures and change, but our Board believes that effective governance is a critical driver of our long-term strategy. Oversight of our business strategy is a key responsibility of the Board, and throughout the year we provide oversight and guidance to management, both as a full Board and through our Committees. We also exercise oversight over the elements and dimensions of the major risks that we face. I encourage you to read more about our governance structure and practices in this proxy statement.

Our Company’s purpose is to help people across the world lead healthier and happier lives, and our core values are trust, care, innovation, partnership and dedication. The Company is proud to be a force for good, leveraging many decades of experience and its international scale to care for people and the planet through numerous social responsibility and sustainability initiatives. Walgreens was named to FORTUNE1 magazine’s 2019 Companies that Change the World list, and Boots UK was recognized as Responsible Business of the Year 2019-2020 by Business in the Community.

In fiscal 2019, the Company reached a number of Corporate Social Responsibility (CSR) milestones, including:

● helping to provide more than 50 million vaccines to vulnerable populations in some of the poorest countries in the world; ● reaching more than 200 million women and children in underserved communities with vitamins and minerals; and ● raising more than $100 million for programs aimed at providing vital health and other services to children in need.

The Board also cares deeply about the devastating impact of the U.S. opioid epidemic on our communities. Given its scale of operations and reach in local communities, our Company, under the Board’s oversight, has made positive contributions on this issue, including the continuing expansion of its multi-million dollar effort to help address prescription opioid abuse.

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

1 © 2019, Fortune Media IP Limited. Used under license.

2020 Proxy Statement 1

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Notice of 2020 Annual Meeting of Stockholders

Background

Date and Time Location Who Can Vote Thursday, January 30, 2020 at 8:30 a.m. Eastern Time HOTEL DU PONT

Gold Ballroom

42 West 11th Street

Wilmington, Delaware 19801 The Board of Directors has fixed the close of business on December 2, 2019 as the record date. You are entitled to vote at the Annual Meeting and at any adjournment thereof if you were a holder of the Company’s common stock as of the close of business on December 2, 2019.

Proposals that Require Your Vote

Board Recommendation Learn More 1 Vote on the election of 10 director nominees named in this proxy statement FOR each nominee Page 10 2 Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending August 31, 2020 FOR Page 45 3 Approve, on an advisory basis, our named executive officer compensation FOR Page 49 4 Consider three stockholder proposals, if properly presented at the meeting AGAINST Page 81

Stockholders will also transact such other business as may properly come before the meeting or any adjournment thereof.

These proxy materials are first being sent or made available to stockholders commencing on or about December 10, 2019.

Your vote is important . Please vote by Internet, telephone or mail as soon as possible to ensure your vote is recorded properly.

If you want to attend the Annual Meeting in person, you must pre-register and obtain an admission ticket in advance and have a valid, government-issued photo identification. To do so, please follow the instructions on page 89 of this proxy statement.

By order of the Board of Directors,

Joseph B. Amsbary, Jr.

Vice President, Corporate Secretary

December 10, 2019

Walgreens Boots Alliance, Inc.

108 Wilmot Road

Deerfield, Illinois 60015

(principal executive office)

You may vote without attending the Annual Meeting by one of the following methods:

Complete, sign and date the enclosed proxy card and return it in the prepaid envelope provided. Call the toll-free telephone number 1-800-690-6903 and follow the recorded instructions. Go to https://www.proxyvote.com and follow the instructions on the website.

2 Walgreens Boots Alliance

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Contents

Message from our Lead Independent Director 1 Notice of 2020 Annual Meeting of Stockholders 2 Proxy Statement Summary 4 Proposal 1 ► Election of Directors 10 Director Nomination Process 11 Board Membership Criteria 13 2020 Director Nominees 14 Governance 20 Board Effectiveness is the Foundation of Our Corporate Governance 20 Our Commitment to Strong Corporate Governance 21 Board Structure 21 Board Responsibilities 31 Board Operation and Processes 38 Director Compensation 39 Security Ownership of Certain Beneficial Owners and Management 42 Proposal 2 ► Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for Fiscal Year 2020 45 Independent Registered Public Accounting Firm Fees and Services 45 Audit Committee Report 47 Proposal 3 ► Advisory Vote to Approve Named Executive Officer Compensation 49 Executive Compensation 50 Compensation Discussion and Analysis 50 I. Executive Summary 51 II. Executive Compensation Philosophy and Process 53 III. Target Setting for Incentive Compensation 55 IV. Annual Compensation 57 V. Long-Term Incentive Compensation 58 VI. CEO and Executive Chairman Compensation 61 VII. Executive Compensation Program Updates 62 VIII. Retirement and Other Benefits 63 IX. Executive Compensation Corporate Governance 66 Compensation Committee Report 68 Executive Compensation Tables and Supporting Information 69 2019 Summary Compensation Table 69 2019 Grants of Plan-Based Awards 71 2019 Outstanding Equity Awards at Fiscal Year-End 72 2019 Option Exercises and Stock Vested 73 2019 Pension Benefits 73 2019 Nonqualified Deferred Compensation 74 2019 Potential Payments Upon Termination or Change in Control 74 CEO Pay Ratio 78 Equity Compensation Plan Information 79 Proposals 4-6 ► Stockholder Proposals 81 Questions and Answers About the Proxy Materials and the Annual Meeting 88 Additional Information 92 Attending the Annual Meeting 92 Stockholder Proposals for Inclusion in the Proxy Statement for the 2021 Annual Meeting 92 Director Nominations for Inclusion in the Proxy Statement for the 2021 Annual Meeting 93 Other Proposals or Director Nominations for Presentation at the 2021 Annual Meeting 93 Cautionary Note Regarding Forward-Looking Statements 93 Other Matters 94

Our Board of Directors (the “Board”) is soliciting your proxy on behalf of the Company for our 2020 annual meeting of stockholders (the “Annual Meeting”), which will be held on January 30, 2020 at 8:30 a.m., Eastern Time, or any adjournment thereof. This proxy statement (this “Proxy Statement”), and the accompanying Notice of Annual Meeting of Stockholders and proxy card, are being distributed, along with the 2019 Annual Report, beginning on or about December 10, 2019 to holders of our common stock, par value $0.01 per share, as of the close of business on December 2, 2019 (the “Record Date”). The Proxy Statement Summary highlights selected information that is provided in more detail throughout this Proxy Statement. The Proxy Statement Summary does not contain all of the information you should consider before voting. You should read the full Proxy Statement before casting your vote. Walgreens Boots Alliance, Inc., a Delaware corporation, is the successor to Walgreen Co., an Illinois corporation (“Walgreens”), following the completion of the holding company reorganization approved by Walgreens shareholders on December 29, 2014. Unless otherwise stated, references herein to the “Company,” “we,” “us,” and “our” refer to Walgreens Boots Alliance, Inc. from and after the effective time of the holding company reorganization on December 31, 2014 and, prior to that time, to its predecessor Walgreens. Unless otherwise stated, all information presented in this proxy statement is based on our fiscal calendar, which ends on August 31 (e.g., references to “2019” refer to the fiscal year ended August 31, 2019).

2020 Proxy Statement 3

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Proxy Statement Summary

Company Overview

We are a global leader in retail and wholesale pharmacy, touching millions of lives every day through dispensing and distributing medicines, and through our convenient retail locations, digital platforms and health and beauty products, with sales of $136.9 billion in the fiscal year ended August 31, 2019. We have more than 100 years of trusted healthcare heritage and innovation in community pharmacy and pharmaceutical wholesaling. We are focused on creating a neighborhood health destination and a more modern pharmacy. We are the largest retail pharmacy, health and daily living destination across the United States and Europe. Walgreens Boots Alliance and the companies in which it has equity method investments together have a presence in more than 25* countries and employ more than 440,000* people. Including equity method investments, the Company has more than 18,750* stores in 11* countries, and one of the largest global pharmaceutical wholesale and distribution networks, with over 400* distribution centers delivering to more than 240,000** pharmacies, doctors, health centers and hospitals each year in more than 20* countries. In addition, we are one of the world’s largest purchasers of prescription drugs and many other health and wellbeing products. Our size, scale and expertise will help us to expand the supply of, and address the rising cost of, prescription drugs in the United States and worldwide. We are proud to be a force for good through our contributions to healthy communities, a healthy planet, an inclusive workplace and a sustainable marketplace. * As of August 31, 2019, using publicly available information for AmerisourceBergen. ** For 12 months ending August 31, 2019, using publicly available information for AmerisourceBergen.





◼ Owned businesses ◼ Equity method investments ◼ Branded products & franchises*

* Countries where the Company’s products are available for purchase or there are Company franchises (other than those countries where there are owned businesses, equity method investments or joint ventures)





Our retail and business brands We operate Walgreens and Duane Reade stores in the United States, Boots stores in Europe and Asia, and international wholesale and distribution networks under the Alliance Healthcare banner. Our global beauty brands include No7, Soap & Glory, Liz Earle, Botanics, Sleek MakeUP and YourGoodSkin. Our strategic partnerships with some of the world’s leading companies enable us to extend our healthcare solutions and convenience offering to the communities we serve. Over time, our experience, our international reach and our partnerships will help to improve global health outcomes, lower costs and drive innovation. We have several strengths that help enable the creation of stockholder value. Supply Chain and Procurement. Significant pharmaceutical supply chain and procurement expertise, offering customers innovative solutions and optimal efficiencies Strong and Wide-Ranging Brand Portfolio. A portfolio of retail and business brands, as well as increasingly global health and beauty product brands Diverse Profit Pools. Diversified and robust profit pools across the United States, Europe and key emerging markets Platform for Growth. A unique platform for growth in developed and emerging markets

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Proxy Statement Summary

Voting Matters

The following table summarizes the proposals to be considered at the Annual Meeting and the Board’s voting recommendations with respect to each proposal.

Board Recommendation Page Reference 1 Election of 10 Directors Named in this Proxy Statement FOR each nominee 10 2 Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for Fiscal Year 2020 FOR 45 3 Advisory Vote to Approve Named Executive Officer Compensation (“say-on-pay”) FOR 49 4 Stockholder Proposal Requesting an Independent Board Chairman AGAINST 81 5 Stockholder Proposal Regarding the Use of a Deferral Period for Certain Compensation of Senior Executives AGAINST 83 6 Stockholder Proposal Regarding the Ownership Threshold for Calling Special Meetings of Stockholders AGAINST 85

Other than the matters listed above, the Company knows of no other matters to be presented at the Annual Meeting. If any other matters are properly presented at the Annual Meeting, the proxies intend to vote your shares in accordance with their best judgment.

Board Composition and Evaluation

Our Board is committed to ensuring that its composition is aligned with our needs and that as our business evolves over time, fresh viewpoints and perspectives are regularly considered. Each year, the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) oversees a robust, multi-step Board evaluation process, including a confidential director peer review process led by our Lead Independent Director, which we believe is an essential component of Board effectiveness. We also regularly discuss director succession and Board refreshment, both in executive sessions and as a full Board.

The Nominating and Governance Committee oversees and facilitates our nomination process and seeks to cultivate a Board with the appropriate skill sets, balance of tenure, and diversity of experiences to discharge its responsibilities effectively. Each director possesses a unique background and, in the aggregate, we believe the Board encompasses the skills and experiences deemed important to effectively oversee our business.

The following graphic summarizes our process of composing and evaluating our Board and the key skills, qualifications and experiences that the Nominating and Governance Committee currently believes should be represented on the Board, as well as the number of directors who possess each skill. Also included are statistics (as of the Record Date) that underscore our commitment to refreshment and diversity, which we believe are critical elements of a strong Board.

Composing and Evaluating our Board A Snapshot of our 2020 Nominees 1 Review output of the Board evaluation Tenure

9.9 Years

Average

Tenure

Skills, Qualifications and Experience

2 Assess how each director impacts the skills and experience represented on the Board in the context of the current and future needs of the Company 3 If deemed necessary, in conjunction with a third-party search firm, identify new director nominee(s)

Gender



4 Recommend to the Board a slate of candidates for election

2020 Proxy Statement 5

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Proxy Statement Summary

Board of Directors

The Board consists of highly experienced and accomplished directors who are uniquely qualified to oversee our business. The following table provides summary information about each director nominee as of the Record Date. Each director stands for election annually. Detailed information about each director’s background, skill set and areas of experience can be found beginning on page 15 of the Proxy Statement.

Board Member Details

Name and Principal Occupation Independent Age Director Since

(Calendar Year) Currently Serving on

Other Public Boards Committee

Memberships A C F N José E. Almeida

Chairman & CEO,

Baxter International Inc. 57 2017 ● Baxter International Inc. Janice M. Babiak

Former Managing Partner,

Ernst & Young LLP 61 2012 ● Bank of Montreal ● Euromoney Institutional Investor PLC David J. Brailer

Chairman,

Health Evolution Partners 60 2010 William C. Foote

Lead Independent Director,

Walgreens Boots Alliance, Inc.

Former Chairman and CEO,

USG Corporation 68 1997 Ginger L. Graham

Former President and CEO,

Amylin Pharmaceuticals 64 2010 ● Clovis Oncology, Inc. ● Genomic Health, Inc. John A. Lederer

Senior Advisor,

Sycamore Partners 64 2015 ● Maple Leaf Foods ● US Foods Dominic P. Murphy

Co-Head of UK Investments,

CVC Capital Partners 52 2012 Stefano Pessina

Executive Vice Chairman and

CEO, Walgreens Boots

Alliance, Inc. 78 2012 Nancy M. Schlichting

Former CEO,

Henry Ford Health System 65 2006 ● Hill-Rom Holdings, Inc. ● Encompass Health Corporation James A. Skinner

Executive Chairman,

Walgreens Boots Alliance, Inc. 75 2005 ● Illinois Tool Works Inc.



Chair Member A Audit C Compensation and Leadership Performance F Finance N Nominating and Governance 6 Walgreens Boots Alliance

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Proxy Statement Summary

Corporate Governance Highlights

We are committed to corporate governance policies and practices that serve the interests of our stockholders. The following table summarizes certain highlights of our governance policies and practices:

● Annual Election of All Directors; ● Majority Voting for All Directors in Uncontested Elections; ● Cumulative Voting for Election of Directors; ● No Supermajority Voting Provisions; ● No Stockholder Rights Plan (“Poison Pill”); ● 3%, 3-Year Proxy Access By-law; ● Stockholder Right to Request Special Meetings at 20%; ● Stockholder Right to Act by Written Consent; ● Independent Lead Director Responsibilities; ● Regular Executive Sessions of Independent Directors; ● Annual Board and Committee Evaluation Process; ● Strategic and Risk Oversight by Board and Committees; ● Commitment to Sustainability at the Senior Executive and Board Levels; ● Stock Ownership Guidelines for Executives and Directors; ● Policies Prohibiting Hedging and Short Sales of Stock by Directors, Executives and Senior Employees; ● Active Stockholder Engagement; and ● Board Composition Requirement of Two-Thirds Independent.

More information about our corporate governance efforts can be found in “Governance—Our Commitment to Strong Corporate Governance” beginning on page 21 of this Proxy Statement.

Stockholder Engagement and Board Responsiveness

We value an open dialogue with our stockholders, and we believe that regular communication with our stockholders and other stakeholders is a critical part of enabling our long-term success.

During fiscal 2019, members of our management team met with many of our stockholders. In addition, in advance of the Annual Meeting, we conducted formal outreach relating to governance matters as described below:

Reached out to Discussed wide-ranging

topics including 30

of our largest stockholders

representing over 44%

of our outstanding stock* * As of August 31, 2019, excluding shares held by affiliates of Stefano Pessina, our Executive Vice Chairman and Chief Executive Officer. ● Board oversight of strategy and risk management ● Capital allocation priorities ● Corporate governance ● Executive compensation and human capital ● Sustainability and corporate social responsibility initiatives We have made improvements in recent years in response to stockholder feedback

and our continuous focus on best practices

● In June 2019, we first published our Board Report on Oversight of Risks Related to Opioids. ● We revised our clawback policy to provide that we will publicly disclose enforcement against any of our executive officers, unless the Board or the Compensation and Leadership Performance Committee concludes that legal or privacy concerns would prevent such disclosure. ● We amended the charter and renamed our Compensation and Leadership Performance Committee to reflect the Committee’s dedication to broader oversight of leadership performance, including areas of diversity and inclusion, management development and talent recruitment, retention and engagement. ● We enhanced our disclosure regarding our Board leadership structure and our Board’s role in the oversight of risk management and strategy in this Proxy Statement.

More information about our stockholder engagement efforts can be found in “Governance—Board Responsibilities—Stockholder Engagement” beginning on page 33 of this Proxy Statement.

2020 Proxy Statement 7

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Proxy Statement Summary

Corporate Social Responsibility

Spotlight: Corporate Social Responsibility and the U.S. Opioid Crisis

Our Company’s commitment to Corporate Social Responsibility (“CSR”) is embedded in our drive to operate both a sustainable and profitable enterprise for the long-term. Our most recent CSR Report describes our 12 CSR goals and our progress in achieving them. At the Board level, several Committees have oversight of CSR-related policies, programs and risks, with the Nominating and Governance Committee having broad oversight of policies and activities regarding sustainability and CSR.

The Company recognizes prescription drug abuse as a significant source of concern for its stakeholders as well as an enterprise risk that the Company actively endeavors to monitor, manage and mitigate. In fiscal 2019, the Company expanded its ongoing multi-million dollar effort in the United States to help combat prescription opioid abuse and overdose-related deaths, with the oversight and guidance of the Board. These multi-faceted efforts are described in the Board’s first Board Report on Oversight of Risk Related to Opioids.

Please read more about the Company’s efforts to combat prescription opioids abuse and our other CSR efforts in “Governance—Board Responsibilities—Sustainability and Corporate Citizenship” beginning on page 35 of this Proxy Statement.

Executive Compensation Program

We believe we have a strong pay-for-performance philosophy, which seeks to link the interests of our executives with those of our stockholders. Accordingly, we emphasize variable and performance-based compensation over fixed or guaranteed pay.

In fiscal 2019, to maintain alignment of our executive compensation program with the objectives of our other stockholders and with then-current market practices for the compensation of executives, we increased the percentage of target long-term incentive compensation made in the form of performance shares from 50% to 70% for our senior executives other than Mr. Skinner.

Substantially all CEO compensation is comprised of long-term, performance-based equity incentives.

Executive Participation Stefano Pessina

(CEO) James Skinner

(Executive Chairman) Other Named

Executive

Officers Metric Objective Cash Individual

Performance ● Competitive fixed compensation to attract and retain talent Cash Adjusted

Operating

Income ● Incentive to achieve strong Company performance 70%

Performance

Shares 3-year

Cumulative

Adjusted EPS ● Rewards long-term Company performance ● Links interests of the executives to the interests of stockholders 100%

Restricted Stock Units ● Value varies with stock price ● Three year cliff vesting 30%

Stock

Options Stock

Price

* Subject to individual performance modifier adjustments

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Proxy Statement Summary

Target Pay Mix

Stefano Pessina (CEO) and James Skinner (Executive Chairman)

All Other NEOs

* Information in graphics based on total direct compensation (i.e., annual base salary, target annual cash incentive and target long-term incentive compensation) and excludes other elements of compensation, including perquisites.

We support our pay-for-performance philosophy by implementing commonly viewed best practices that we believe further align our executives’ interests with those of our stockholders.

We DO Have This Practice We DO NOT Have This Practice ● Incentive award goals that are objective and tied to key Company performance metrics ● A majority of compensation delivered as at-risk compensation in the form of equity-based awards that are tied to stockholder return ● Stock ownership guidelines ● Policies prohibiting hedging/short sales of stock by directors, executives and senior employees ● Compensation recoupment “Clawback” policy ● Double-trigger change in control severance for participating Named Executive Officers (“NEOs”) ● Performance share awards have a three-year performance period to promote retention ● Market comparison of executive compensation against a relevant peer group ● Multi-year guarantees for salary increases, non-performance based bonuses, or equity compensation ● Change in control excise tax gross-ups for NEOs ● Repricing of options without stockholder approval ● Excessive perquisites ● Excessive severance and/or change in control provisions ● Payout of dividends or dividend equivalents on unearned or unvested equity ● Excessive pension or defined benefit supplemental executive retirement plan (SERP) ● A high percentage of fixed compensation

More information about our pay-for-performance philosophy can be found in “Executive Compensation” beginning on page 50 of this Proxy Statement.

2020 Proxy Statement 9

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Proposal 1:

Election of Directors

What am I voting on?

Stockholders are being asked to elect 10 director nominees named in this Proxy Statement for a one-year term. What is the Board’s voting recommendation? Vote FOR The Board recommends a vote “FOR” each of the director nominees named in this Proxy Statement. Proxies solicited by the Board will be so voted unless stockholders specify a contrary choice in their voting instructions. What is the required vote?

With respect to the election of directors, the number of votes “FOR” a director’s election must be a majority of the votes cast by the holders of the shares of our common stock voting in person or by proxy at the Annual Meeting with respect to that director’s election. Abstentions with respect to a director will have the same effect as a vote “AGAINST” him or her.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated 10 directors for election at the Annual Meeting, each to hold office until our next annual meeting of stockholders and until his or her successor is duly elected and qualified or upon his or her earlier death, resignation, or removal. All of the nominees are currently directors. Each nominee was elected to the Board by our stockholders at our 2019 annual meeting of stockholders (the “2019 Annual Meeting”) with the support of more than 96% of votes cast. All of the nominees are expected to attend the Annual Meeting. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. Consequently, we know of no reason why any of the nominees would be unable or unwilling to serve if elected. However, if any nominee is for any reason unable or unwilling to serve, the proxyholders intend to vote all proxies received by them for any substitute nominee proposed by the Board (consistent with any applicable terms of the Shareholders’ Agreement, as defined and described further in “—Director Nomination Process—Shareholders’ Agreement” below), unless the Board instead chooses to reduce its size. We are committed to the principle that a firm foundation of board effectiveness is essential to best serve the interests of stockholders, guide the Company and oversee management. As is detailed below in “Governance—Board Effectiveness is the Foundation of Our Corporate Governance,” we believe that effectiveness is a key feature of our Board and results from having the right combination of diverse and expert individuals on the Board as well as having the right processes and structures in place to promote the efficient, engaged and dynamic execution of the Board’s duties and responsibilities.

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Proposal 1

Director Nomination Process

We believe decisions regarding the structure and composition of the Board are critical to ensuring a strong Board that is best suited to guide the Company. As specified in its charter, the Nominating and Governance Committee oversees our director candidate nomination process.

Consideration of Necessary Skills, Experience and Attributes The Nominating and Governance Committee considers a wide range of factors when assessing potential director nominees. This assessment includes a review of the potential nominee’s judgment, experience, independence, understanding of our business or other related industries, and such other factors as the Nominating and Governance Committee concludes are pertinent in light of the needs of the Board. The Nominating and Governance Committee’s goal is to put forth a diverse slate of candidates with a combination of skills, experience, viewpoints, perspectives and personal qualities that will best serve the Board, the Company, and our stockholders. Nominating and Governance Committee Assessment With respect to the potential re-nomination of current directors, the Nominating and Governance Committee assesses their current contributions to the Board. Among other matters, the Nominating and Governance Committee considers the results of the annual evaluation of the Board and its Committees, which the Nominating and Governance Committee also oversees, when assessing potential director nominees. More detail regarding this annual evaluation process can be found in “Governance—Board Operation and Processes—Board Evaluation and Director Peer Review Process” below. Stockholder Vote The Nominating and Governance Committee recommends to the Board a slate of candidates for election at each annual meeting of stockholders. The Nominating and Governance Committee assesses how each potential nominee would impact the skills and experience represented on the Board as a whole in the context of the Board’s overall composition and the current and future needs of the Company and the Board. The Nominating and Governance Committee also evaluates whether a potential director nominee meets the qualifications required of all directors and any of the key qualifications and experience to be represented on the Board, as described further in “—Board Membership Criteria” below.

Board Refreshment and Committee Rotation

The Board believes that a degree of Board refreshment is important to ensure that Board composition is aligned with the changing needs of the Company and the Board, and that fresh viewpoints and perspectives are regularly considered. The Board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides significant value, and therefore a significant degree of continuity year-over-year should be expected.

As part of planning for director succession, the Nominating and Governance Committee periodically engages in the consideration of potential director candidates, occasionally with the assistance of a third-party advisor or recruitment firm. Of the Board’s eight independent directors, four have joined the Board since January 1, 2012.

As set forth in the Company’s Corporate Governance Guidelines (the “Corporate Governance Guidelines”), the Board does not have absolute limits on the length of time that a director may serve, but considers the tenure of directors as one of several factors in re-nomination decisions. The Board has established a retirement age of 75. Subject to our contractual obligations and applicable law, no individual is eligible for election to the Board after his or her 75th birthday unless the Nominating and Governance Committee makes a finding that the nomination of the individual is in the best interests of the Company notwithstanding the individual’s age, and the nomination is also approved by the Board.

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Proposal 1

While the Board believes that refreshment is an important consideration in assessing Board composition, it also believes the best interests of the Company are served by being able to take advantage of all available talent. Therefore, the Board does not make determinations with regard to its membership based solely on age or tenure.

James A. Skinner, our Executive Chairman, will be older than this retirement age as of the date of the Annual Meeting. In accordance with the Corporate Governance Guidelines, the Nominating and Governance Committee considered whether Mr. Skinner should continue to serve on the Board and in the role of Executive Chairman, and determined that his re-nomination is in the best interests of the Company due to the value of maintaining continuity and stability on the Board, and the importance of preserving the existing Board leadership structure at a time when the Company is undergoing significant transformation. Based on this determination, the Nominating and Governance Committee recommended to the Board, and the Board approved (taking into account the recommendation of the Nominating and Governance Committee, among other factors), Mr. Skinners re-nomination for election to the Board at the Annual Meeting. The Nominating and Governance Committee intends to review this determination on an annual basis.

Stefano Pessina, our Executive Vice Chairman and Chief Executive Officer, will be older than the retirement age of 75 as of the date of the Annual Meeting. However, as described further in Shareholders Agreement below, Mr. Pessina is the contractual designee of the SP Investors (as defined below) for nomination to the Board, and the Shareholders Agreement (as defined below) includes a contractual waiver of any mandatory retirement age policy applicable to his service on the Board.

The Board also reviews Committee assignments yearly to ensure that the needs of the Company are met and that fresh viewpoints and perspectives are regularly considered.

Director Resignation Policy

Our by-laws state that if a nominee for director who was in office prior to the Annual Meeting is not elected and no successor is elected at such Annual Meeting, the director must promptly tender his or her resignation from the Board. Thereafter, the Nominating and Governance Committee, excluding the director in question, will make a recommendation to the Board about whether to accept or reject the resignation or whether to take other action. The Board, excluding the director in question, will act on the recommendation of the Nominating and Governance Committee and publicly disclose its decision and its rationale within 90 days from the date the election results are certified.

Stockholder-Recommended Director Candidates

Nominees may be suggested by directors, members of management, stockholders or other third parties. Stockholders who would like the Nominating and Governance Committee to consider their recommendations for director nominees should submit their recommendations in writing by mail to Walgreens Boots Alliance, Inc., 108 Wilmot Road, MS #1858, Deerfield, Illinois 60015, Attention: Corporate Secretary. The Nominating and Governance Committee considers stockholder-recommended candidates on the same basis as other suggested nominees.

Stockholder-Nominated Director Candidates (Proxy Access)

We have adopted a proxy access by-law, which permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in Article II, Section 2.20 of our by-laws. See Additional InformationDirector Nominations for Inclusion in the Proxy Statement for the 2021 Annual Meeting below for more information.

Stockholders, including those stockholders who are not eligible to nominate director candidates under our proxy access by-law, may also nominate director candidates in accordance with the advance notice provisions described in our by-laws. See Additional InformationOther Proposals or Director Nominations for Presentation at the 2021 Annual Meeting below for more information.

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Proposal 1

Shareholders’ Agreement

On August 2, 2012, in connection with Walgreen Co.’s acquisition of 45% of Alliance Boots GmbH (“Alliance Boots”), Walgreen Co., Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and, inter alios , Stefano Pessina, our current Executive Vice Chairman and Chief Executive Officer (and together with certain of his affiliates, the “SP Investors”) entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”). Pursuant to the Shareholders’ Agreement, for so long as the SP Investors continue to meet certain common stock beneficial ownership thresholds and subject to certain other conditions, the SP Investors are entitled to designate a nominee for election to the Board. The SP Investors continue to meet these beneficial ownership thresholds, and Mr. Pessina is the current designee of the SP Investors. For more information about the Shareholders’ Agreement, see “Governance—Board Structure—Related Party Transactions—Shareholders’ Agreement” below.

Board Membership Criteria

Pursuant to its charter, the Nominating and Governance Committee is charged with establishing, and reviewing as necessary, criteria to be used by the Board for selecting directors. The Nominating and Governance Committee believes there are general qualifications that all directors must exhibit and other key qualifications and experience that should be represented on the Board as a whole, but not necessarily by each director.

Qualifications Required of All Directors

The Nominating and Governance Committee seeks to construct a Board consisting of directors with the following qualities:

Experience Personal attributes ● High-level leadership experience in business or managerial activities and significant accomplishments; ● Expertise in key facets of corporate management; ● Breadth of knowledge about issues affecting the Company; and ● Proven ability and willingness to contribute special competencies to the Board’s activities. ● Personal integrity; ● Loyalty to the Company and concern for its success and welfare; ● Willingness to apply sound and independent business judgment; ● Awareness of a director’s vital role in good corporate governance and citizenship; ● Willingness and energy to devote the time necessary for meetings and for consultation on relevant matters; and ● Willingness to assume the fiduciary responsibility of a director and enthusiasm about the prospect of serving.

With respect to directors who are not employees of the Company (“Non-Employee Directors”), the Nominating and Governance Committee also focuses on continued independence under the listing standards of The Nasdaq Global Select Market (“Nasdaq”), transactions that may present conflicts of interest, changes in principal business activities, and overall prior contributions to the Board.

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Proposal 1

Key Skills, Qualifications and Experience to be Represented on the Board

The Board has identified key skills, qualifications and experience that are important to be represented on the Board as a whole in light of our current business strategy and expected needs. The table below summarizes the key skills, qualifications and experience of each nominee. This summary is not intended to be an exhaustive list of each nominee’s skills or contributions to the Board.

Walgreens Boots Alliance, Inc. Board of Directors Expertise Analysis Matrix

Key Competencies/Experience Business Development and M&A Corporate Governance Current or Former Public Company CEO Finance and Accounting Global Operations Healthcare or Regulated Industries Human Capital Retail or Consumer-Facing Industries Risk Management Technology or E-commerce

Consideration of Diversity

The Nominating and Governance Committee also assesses whether the group of nominees is comprised of individuals with a diversity of perspectives, viewpoints, backgrounds and professional experiences that would best serve the Board, the Company, and our stockholders. The Board, in accordance with our Corporate Governance Guidelines, considers diversity in broad terms, including, but not limited to, competencies, experience, geography, gender, ethnicity, race and age, with the goal of obtaining diverse perspectives, viewpoints, backgrounds and professional experiences.

2020 Director Nominees

Our by-laws provide that the number of directors shall be determined by the Board, which has currently set the number at 10. The Board reserves the right to increase or decrease its size at any time. Upon the recommendation of the Nominating and Governance Committee, the Board has nominated each of the following 10 nominees for election at the Annual Meeting. All of the nominees, other than Messrs. Pessina and Skinner, are independent under Nasdaq listing standards. See “Governance—Board Structure—Director Independence” below for more information.

Since the 2019 Annual Meeting, Leonard D. Schaeffer advised the Company of his decision to resign from the Board effective September 30, 2019. We thank Mr. Schaeffer for his years of dedication and service to the Company and the Board.

The Board believes that each nominee has the skills, experience and personal qualities the Board seeks in its directors, and that the combination of these nominees creates an effective and well-functioning Board, with a diversity of perspectives, viewpoints, backgrounds and professional experiences that best serves the Board, the Company and our stockholders.

Included in each director nominee’s biography is a description of select key qualifications and experience that led the Board to conclude that each nominee is qualified to serve as a member of the Board. All biographical information below is as of the Record Date.

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Proposal 1

José E. Almeida Director since: April 2017

Age: 57

Independent

Committee Memberships:

● Compensation and Leadership Performance ● Nominating and Governance

Other Current Public Company Boards:

● Baxter International Inc.

Professional Experience

Baxter International Inc., a global medical device company

● Chairman of the Board and Chief Executive Officer (January 2016 – Present) ● Executive Officer (October 2015 – January 2016)

The Carlyle Group, a global alternative asset manager

● Senior Advisor (May 2015 – October 2015)

Covidien plc (formerly Tyco Healthcare), a global healthcare products company

● Chairman (March 2012 – January 2015) ● President and Chief Executive Officer (July 2011 – January 2015) ● Executive roles (April 2004 – June 2011)

Key Qualifications and Experience

Mr. Almeida has substantial knowledge of the healthcare industry and considerable expertise in leading complex, highly-regulated global organizations, primarily as a result of his roles at Baxter and Covidien. As a native of Brazil, Mr. Almeida brings a diverse perspective alongside his significant international business experience. With his experience as a director of several large, publicly-traded companies, he has an extensive background in public company governance and has dealt with a wide range of issues, including risk management, talent development, executive compensation, and succession planning.

Other Directorships

Mr. Almeida served on the board of directors of State Street Corporation from October 2013 to November 2015; Analog Devices, Inc. from December 2014 to November 2015; and EMC Corporation from January 2015 to November 2015.

Janice M. Babiak Director since: April 2012

Age: 61

Independent

Committee Memberships:

● Audit (Chair) ● Finance

Other Current Public Company Boards:

● Bank of Montreal ● Euromoney Institutional Investor PLC

Professional Experience

Ernst & Young LLP

● Former Managing Partner ● Variety of roles in the United States and the United Kingdom (1982 – 2009) ● Founder and Global Leader of EY’s Climate Change and Sustainability Services practice (July 2008 – December 2009) ● Board Member and Managing Partner of Regulatory & Public Policy for the Northern Europe, Middle East and India and Africa (NEMIA) region (July 2006 – July 2008) ● A Founder of EY’s technology security and risk services practice in 1996, building and leading cyber and IT security, data analytics, and technology risk practices in the NEMIA region

Key Qualifications and Experience

Ms. Babiak is a U.S.-qualified Certified Public Accountant (CPA), Certified Information Systems Auditor (CISA), and Certified Information Security Manager (CISM). She is a Chartered Accountant (FCA), and a member of the Institute of Chartered Accountants in England and Wales (ICAEW), of which she has served as a Council Member from 2011 until she reached the term limit in 2019.

Ms. Babiak brings to the Board her general management expertise and depth of experience in the areas of audit, accounting, and finance, through her experience as a Council Member of the ICAEW and as a managing partner at EY, including service as partner for a number of retail and healthcare-related industry clients. With her extensive accounting knowledge and experience, she is highly qualified to serve as the chair of the Audit Committee of the Board (the “Audit Committee”) and as a member of the Finance Committee of the Board (the “Finance Committee”). Through her career experience and current CISM and CISA qualifications, she provides the Board with meaningful insight and knowledge related to information technology, cybersecurity best practices, and the relationship between information security programs and broader business goals and objectives. Her international experience, leadership in the areas of climate change and sustainability, and experience working with and serving on the audit committees of other publicly-traded companies further contribute to the perspective and judgment that she brings to service on the Board.

Other Directorships

Ms. Babiak has served on the board of directors of Bank of Montreal since October 2012 and on the board of directors of Euromoney Institutional Investor PLC, an international business-information group listed on the London Stock Exchange, since December 2017. Previously, she served as a non-executive director of Royal Mail Holdings plc from March 2013 to April 2014 as it transitioned from government ownership to a FTSE 100-listed company; Experian plc from April 2014 to January 2016; and Logica plc from January 2010 until its sale in August 2012.

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Proposal 1

David J. Brailer, MD, PhD Director since: October 2010

Age: 60

Independent

Committee Memberships:

● Audit ● Finance (Chair)

Professional Experience

Health Evolution Partners, a private equity firm focused on the healthcare industry

● Chairman (2006 – Present)

Department of Health and Human Services of the U.S. federal government

● National Coordinator for Health Information Technology (May 2004 – April 2006)

Health Technology Center

● Senior Fellow (2002 – 2004)

CareScience, Inc., a provider of care management services and Internet-based healthcare solutions

● Chairman and Chief Executive Officer (1992 – 2002)

The Wharton School of Business at the University of Pennsylvania

● Former Adjunct Assistant Professor of Health Care Systems

Key Qualifications and Experience

With his experience as Chairman and Chief Executive Officer of CareScience, Inc. for more than ten years and his subsequent experience with the U.S. federal government, where he was commonly referred to as the “health information technology czar,” Dr. Brailer provides the Board with strong technology experience coupled with business leadership and expertise. In addition, he brings to the Board insight and knowledge of investment and market conditions in the healthcare industry.

Other Directorships

Dr. Brailer has served on the boards of directors of a number of privately-held companies in the healthcare industry.

William C. Foote Director since: January 1997

Age: 68

Lead Independent Director

Committee Memberships:

● Compensation and Leadership Performance ● Nominating and Governance (Chair)

Professional Experience

Independent Business Advisor

Walgreens Boots Alliance, Inc.

● Lead Independent Director (January 2015 – Present)

USG Corporation, a manufacturer and distributor of building materials

● Chairman of the Board (April 1996 – December 2011) ● Chief Executive Officer (January 1996 – December 2010) ● President (September 1999 – January 2006)

Williams College

● Trustee

Northwestern Memorial HealthCare

● Life Trustee

The Federal Reserve Bank of Chicago

● Former Chairman of the Board

Key Qualifications and Experience

With many roles as a corporate director over the years and his experience as Chairman and Chief Executive Officer of USG Corporation, Mr. Foote provides the Board with strong business leadership, expertise in strategy formulation, financial acumen, management development and succession planning and substantial experience with respect to corporate governance matters. These roles, in addition to his service as Chairman of The Federal Reserve Bank of Chicago, enable him to provide valuable insights and perspectives with regard to business and market conditions. In addition, he brings strength in the area of corporate governance to his role as chair of the Nominating and Governance Committee.

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Proposal 1

Ginger L. Graham Director since: April 2010

Age: 64

Independent

Committee Memberships:

● Audit ● Nominating and Governance

Other Current Public Company Boards:

● Clovis Oncology, Inc. ● Genomic Health, Inc.

Professional Experience

Two Trees Consulting, Inc., a healthcare and executive leadership consulting firm

● President and Chief Executive Officer (November 2007 – December 2016)

Harvard Business School

● Senior Lecturer (October 2009 – June 2012)

Amylin Pharmaceuticals, a biopharmaceutical company

● Director (1995 – 2009) ● Chief Executive Officer (September 2003 – March 2007) ● President (September 2003 – June 2006)

Guidant Corporation, a cardiovascular medical device manufacturer

● Various positions including Group Chairman, Office of the President, President of the Vascular Intervention Group, and Vice President (1994 – 2003)

Key Qualifications and Experience

Ms. Graham brings to the Board her extensive experience in senior management and leadership roles in the healthcare industry, including experience leading companies in drug, device, and product development and commercialization. The Board values her insight and experience, including her service on the faculty of Harvard Business School where she taught classes in entrepreneurship. She also brings to her service on the Board valuable experience as a director of publicly- and privately-held life sciences companies and as a consultant to healthcare companies regarding strategy, leadership, team building, and capability building.

Other Directorships

Ms. Graham has served on the board of directors of Genomic Health, Inc. since 2008 and the board of directors of Clovis Oncology, Inc. since 2013 (and has served as its chair since 2019).

John A. Lederer Director since: April 2015

Age: 64

Independent

Committee Memberships:

● Compensation and Leadership Performance ● Finance

Other Current Public Company Boards:

● Maple Leaf Foods ● US Foods

Professional Experience

Sycamore Partners, a private equity firm

● Senior Advisor (September 2017 – Present) ● Executive Chairman of privately-held Staples, Inc. (and its newly formed and independent U.S. and Canadian retail businesses following acquisition by Sycamore Partners in 2017), a leading provider of office products and services to business customers (September 2017 – Present)

US Foods, a leading food service distributor in the United States

● President and Chief Executive Officer (2010 – 2015)

Duane Reade, a New York-based pharmacy retailer (acquired by Walgreens in 2010)

● Chairman of the Board and Chief Executive Officer (2008 – 2010)

Loblaw Companies Limited, Canada’s largest grocery retailer and wholesale food distributor

● President (2000 – 2006) ● Spent 30 years in various positions including a number of leadership roles

Key Qualifications and Experience

Mr. Lederer brings to the Board significant management and business experience in the retail and healthcare industries as a result of his experience as Chief Executive Officer of a retail pharmacy. The Board values his understanding of the business operations of and issues facing large retail companies, including in the areas of marketing, merchandising, and supply chain logistics. Mr. Lederer also has extensive experience with respect to mergers & acquisitions and other corporate development activities. His prior and current service as a director of several public companies also provides him with insight into public company operations, including with respect to talent development, executive compensation, and succession planning.

Other Directorships

Mr. Lederer has served on the board of directors of US Foods since 2010 and on the board of directors of Maple Leaf Foods, a company listed on the Toronto Stock Exchange, since 2016. He served on the board of directors of Restaurant Brands International from 2014 until 2016 and as a director of Tim Hortons Inc. from 2007 until 2014, when it was acquired by Restaurant Brands International.

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Proposal 1

Dominic P. Murphy Director since: August 2012

Age: 52

Independent

Committee Memberships:

● Finance ● Nominating and Governance

Professional Experience

CVC Capital Partners, a private investment firm

● Co-Head of UK Investments (2019 – Present)

8C Capital LLP, a private investment firm

● Founder and Chief Executive Officer (2017 – 2019)

KKR

● Partner, responsible for the development of the firm’s activities in the United Kingdom and Ireland, served as the head of its healthcare industry team in Europe and served as a member of the firm’s European investment and portfolio management committees (2005 – 2017)

Cinven, a European-based private equity firm

● Partner (1996 – 2004)

3i Group plc, an international investment management firm

● Investment Manager (1994 – 1996)

Key Qualifications and Experience

Mr. Murphy brings to the Board his considerable international business experience gained through his prior role in KKR-related private equity investments. The Board values his insights and experience, including his substantial mergers & acquisitions, corporate finance, and retail and healthcare industry experience, as well as his in-depth familiarity with many of the markets in which we operate. He also brings valuable insights gained from his experience serving as a director of publicly- and privately-held healthcare companies.

Other Directorships

Mr. Murphy serves on the board of directors of The Hut Group Limited, a privately-held company. From 2007 until 2015, he served on the board of directors of Alliance Boots and certain of its affiliates.

Stefano Pessina Director since: August 2012

Age: 78

Executive Vice Chairman

Professional Experience

Walgreens Boots Alliance, Inc.

● Chief Executive Officer (July 2015 – Present) ● Executive Vice Chairman (January 2015 – Present) ● Acting Chief Executive Officer (January 2015 – July 2015)

Alliance Boots

● Executive Chairman (July 2007 – December 2014) ● Former Executive Deputy Chairman

Alliance UniChem

● Executive Deputy Chairman prior to the merger of Alliance UniChem and Boots Group ● Chief Executive Officer (2001 – December 2004)

Key Qualifications and Experience

As our Chief Executive Officer, Mr. Pessina leads our senior management team and brings to the Board an in-depth knowledge of the Company, including through his prior service as Executive Chairman of Alliance Boots, as well as the retail and healthcare industries. His substantial international business experience and business acumen provide the Board with valued strategic, financial, and operational insights and perspectives. The Board also values his significant mergers & acquisitions experience as well as his experience serving on the boards of directors of numerous publicly- and privately-held healthcare and retail companies. He brings valued perspective and judgment to the Board’s discussions regarding our competitive landscape and strategic opportunities and challenges.

Other Directorships

Mr. Pessina serves on the board of directors of a number of privately-held companies. He served on the board of directors of Galenica AG, a publicly-traded Swiss healthcare group, from 2000 to 2017.

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Proposal 1

Nancy M. Schlichting Director since: October 2006

Age: 65

Independent

Committee Memberships:

● Audit ● Compensation and Leadership Performance (Chair)

Other Current Public Company Boards:

● Hill-Rom Holdings, Inc. ● Encompass Health Corporation

Professional Experience

Henry Ford Health System, a leading hospital network and healthcare and medical services provider

● Chief Executive Officer (June 2003 – December 2016) ● Executive Vice President (June 1999 – June 2003) ● President and Chief Executive Officer of Henry Ford Hospital (August 2001 – June 2003)

Key Qualifications and Experience

As a result of her leadership of hospitals and health systems, Ms. Schlichting brings to her service on the Board a deep knowledge and understanding of the healthcare industry. The Board highly values her experience and insights gained at Henry Ford Health System, where she was responsible for the strategic and operational performance of a leading integrated health system, including an academic medical center, community hospitals, a health plan, a multi-specialty medical group, and an ambulatory and health retail network.

Other Directorships

Ms. Schlichting has served on the board of directors of Hill-Rom Holdings, Inc. since March 2017 and on the board of directors of Encompass Health Corporation (formerly, HealthSouth Corporation) since December 2017. She also serves on the board of directors of The Kresge Foundation and several other non-profit organizations.

James A. Skinner Director since: July 2005

Age: 75

Executive Chairman

Other Current Public Company Boards:

● Illinois Tool Works Inc.

Professional Experience

Walgreens Boots Alliance, Inc.

● Executive Chairman of the Board (January 2015 – Present) ● Non-Executive Chairman (July 2012 – January 2015)

McDonald’s Corporation

● Vice Chairman (January 2003 – June 2012) ● Chief Executive Officer (November 2004 – June 2012) ● Director (2004 – 2012)

Key Qualifications and Experience

Mr. Skinner’s prior experience serving in a range of management positions, including as the Chief Executive Officer for more than seven years of McDonald’s Corporation, one of the largest global companies, provides him with great breadth and depth of understanding of the strategic, operational, financial and human capital issues facing companies. It also gives him valuable insights and perspectives with respect to our retail and consumer-facing operations. His extensive public company directorship experience provides him with valuable perspective on corporate responsibility and governance matters and enables him to draw on various viewpoints in his service on the Board.

Other Directorships

Mr. Skinner has served on the board of directors of Illinois Tool Works Inc. since 2005 (and currently serves as their lead director), and he also serves as a trustee of the Ronald McDonald House Charities, a non-profit organization. He served on the board of directors of HP Inc. (f/k/a Hewlett-Packard Company) from 2013 to 2015.

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Governance

Board Effectiveness is the Foundation of Our Corporate Governance

We are committed to the principle that a firm foundation of board effectiveness is essential to best serve the interests of stockholders, guide the Company and oversee management. Board effectiveness results from having the right combination of diverse and expert individuals on the Board as well as having the right processes and structures in place to promote the efficient, engaged and dynamic execution of the Board’s duties and responsibilities.

Key Skills and Attributes ● Identifies desirable skills, attributes and qualifications in light of the Company’s current strategy, anticipated market conditions and industry challenges and opportunities ● Ensures that the Board is comprised each year of the mix of directors best able to serve the evolving needs of the Company and that fresh viewpoints and perspectives are regularly considered Director Evaluations ● Assesses the effectiveness of each director, the Board as a whole and the Board Committees ● Identifies opportunities to enhance individual and group performance, such as through director training or Board operational changes ● Allows Board to ensure that Board has the best mix and fit on an ongoing basis Succession Planning ● Identifies directors approaching retirement age or who otherwise are expected to resign from the Board ● Allows Board to plan for replacement of such departing director’s skill set and Committee leadership and membership Director Orientation and Continuing Education ● Informs directors about the Company’s business and significant operational, financial accounting and risk management matters ● Allows Directors to stay current on industry and company trends Retirement Policy ● Supports Board refreshment ● Provides flexibility to allow Nominating and Governance Committee and Board to nominate candidates above retirement age if in best interests of the Company Director Nominee Identification ● Identifies potential nominees possessing the skills and attributes that can best serve the Company in combination with the other nominees ● Includes assessment of current directors for re-nomination BOARD EFFECTIVENESS

Leadership Structure ● Lead Independent Director focused on the long-term objectives of all stakeholders of the Company ● Executive Chairman focused on leadership of the Board ● CEO and Vice Chairman focused on leading our business and operations Allocation of Oversight Responsibility ● Boa rd and its Committees provide oversight and guidance to management regarding our strategy, operating plans, and overall performance ● At least one multi-day meeting between the Board and management each year to focus on our long-term business strategic planning Committee Assignments and Rotation ● Committee assignments reviewed at least annually and more frequently as needed Stockholder Engagement ● As part of our formal engagement program, we reached out to 30 of our largest stockholders ● Discussed a wide range of topics and took specific actions in response to stockholder feedback Board Compensation ● A substantial portion of each Non-Employee Director’s annual compensation is in the form of equity to help align his or her compensation with the interests of our stockholders ● Directors are required to meet established stock ownership guidelines

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Governance

Our Commitment to Strong Corporate Governance

The Board believes that a commitment to strong corporate governance standards is an essential element of enhancing long-term stockholder value in a sustainable manner. The Board believes that its commitment to good governance is demonstrated in part by the following practices:

● Annual Election of All Directors; ● Majority Voting for All Directors in Uncontested Elections; ● Cumulative Voting for Election of Directors; ● No Supermajority Voting Provisions; ● No Poison Pill; ● 3%, 3-Year Proxy Access By-law; ● Stockholder Right to Request Special Meetings at 20%; ● Stockholder Right to Act by Written Consent; ● Independent Lead Director Responsibilities; ● Regular Executive Sessions of Independent Directors; ● Annual Board and Committee Evaluation Process; ● Strategic and Risk Oversight by Board and Committees; ● Commitment to Sustainability at the Senior Executive and Board Levels; ● Stock Ownership Guidelines for Executives and Directors; ● Policies Prohibiting Hedging and Short Sales of Stock by Directors, Executives and Senior Employees; ● Active Stockholder Engagement; and ● Board Composition Requirement of Two-Thirds Independent.

The Board has adopted Corporate Governance Guidelines (available on our website at https://investor.walgreensbootsalliance.com/corporate-governance.cfm) that are intended to provide guidance as a component of the flexible framework within which the Board, assisted by its Committees, oversees and directs the affairs of the Company. The Corporate Governance Guidelines establish policies and practices with respect to numerous areas of Board operations and responsibilities, including in the areas of Board structure and leadership and director independence. The Board periodically reviews the Corporate Governance Guidelines and updates them in response to changing regulatory requirements and evolving best practices. A copy of the Corporate Governance Guidelines can be found at https://investor.walgreensbootsalliance.com/corporate-governance.cfm.

Board Structure

Board Leadership Structure

As stated in the Corporate Governance Guidelines, decisions regarding the Board’s leadership structure and the selection of the persons who should be in leadership positions are of critical importance to the functioning of the Board and the Company. The Board believes these decisions must be based on the application of business judgment and consideration of the relevant circumstances at the time, and that the Board should not be constrained by a policy mandate when making these decisions. The Board selects a Chairman from among its members, upon the recommendation of the Nominating and Governance Committee, each year following the annual election of Board members. Our by-laws provide that the Chairman of the Board may, but need not, be the Chief Executive Officer, and we have had a separate Chairman and Chief Executive Officer since 2009. The Corporate Governance Guidelines also state that if the Chairman of the Board is the Chief Executive Officer or another director who does not qualify as independent, then the independent directors will select a Lead Independent Director to help ensure robust independent leadership on the Board.

Our current Board leadership structure was adopted in connection with the strategic combination of Walgreen Co. and Alliance Boots to form Walgreens Boots Alliance and is designed to meet the unique business needs of the Company and to build on the strengths of our Board. Our Board leadership structure blends the unique heritage of the Company, which has deep corporate roots tied to both U.S. and UK-based governance principles. Our Board is comprised of a majority of independent directors, including a Lead Independent Director, as well as an Executive Chairman and Executive Vice Chairman (who also serves as our Chief Executive Officer) who are not independent. The appointment of an executive chairman who is not the chief executive officer is an accepted practice in the United Kingdom, with the election of a lead independent director being critical to help ensure robust independent leadership on the Board.

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Governance

Our Current Board Leadership Structure:

Executive Chairman of the Board Executive Vice Chairman and Chief Executive Officer Lead Independent Director James A. Skinner Stefano Pessina William C. Foote Prior to his appointment as Executive Chairman in 2015, Mr. Skinner served as an independent director of the Company (including our predecessor, Walgreen Co.) since 2005. His vast U.S. public company governance experience and familiarity with the Company made him – and continues to make him – the ideal choice for Executive Chairman, a position whose role is key to managing the business of the Board and providing robust leadership, direction and strategic vision for the Company. As Chief Executive Officer, Mr. Pessina manages the business of the Company and executes the strategy developed with the Board. Following Mr. Skinner’s January 2015 executive appointment, the then-serving independent directors elected William C. Foote to serve as Lead Independent Director. In each succeeding year, including fiscal 2019, Mr. Foote was re-elected to the position of Lead Independent Director by the independent directors in recognition of his skills in overseeing the Company’s strong governance policies and practices and his overall leadership abilities.

We have separated the Chairman and CEO roles since 2009, and our current structure has been in place since 2015. The Board believes that our Board leadership structure is optimal at this time because it allows Mr. Pessina to focus on leading our business and operations. At the same time, Mr. Skinner can focus on leadership of the Board, including calling and presiding over its meetings and preparing meeting agendas in collaboration with Messrs. Pessina and Foote, while working collaboratively with senior management.

We have a Lead Independent Director since 2015. Mr. Foote leads executive sessions of the independent directors, provides leadership for independent oversight of executive management, serves as a liaison and supplemental channel of communication between independent directors and Messrs. Skinner and Pessina, and serves as a sounding board and advisor to Messrs. Skinner and Pessina. As Lead Independent Director, Mr. Foote’s responsibilities include:

● Presiding at all meetings of the independent directors and all meetings of the Board at which the Chairman of the Board is not present; ● Encouraging and facilitating the active participation of all directors; ● Serving as a communication facilitator between the Chief Executive Officer and other members of senior management, on the one hand, and the independent and non-management directors, on the other hand (without inhibiting direct communication between senior management and other directors), and between individual directors and the Board, including by:

● providing the Chief Executive Officer and other members of senior management with feedback as determined in executive sessions; ● being available to discuss with independent and non-management directors any concerns they may have and, as appropriate, relaying those concerns to the full Board and/or the Chief Executive Officer or other members of senior management; and ● being a sounding board and advisor to the Chief Executive Officer and/or other members of senior management regarding his concerns and those of the independent directors;

● Approving, in consultation with the Chairman of the Board and other members of senior management to the extent practicable, the information to be provided to the Board in preparation for and at Board meetings, and consulting with directors as to their information needs; ● Approving Board meeting agendas after conferring with the Chairman of the Board, as appropriate, including adding agenda items in his discretion; ● Approving Board meeting schedules to help ensure that there is sufficient time for discussion of all agenda items; ● Calling meetings of the independent directors in his sole discretion, as and when required; ● Leading the Board’s annual evaluation of the Chairman of the Board and Chief Executive Officer; ● Making himself available to advise the Committee chairs in fulfilling their designated roles and responsibilities to the Board; ● Upon the reasonable request of a major stockholder, making himself available for consultation and direct communication with such stockholder where appropriate; and ● Performing such other functions as the Board or other directors may request.

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Governance

Why our Board Leadership Structure is Effective:

Executive Chairman Executive Vice Chairman

and Chief Executive Officer Lead Independent Director Role Organizes and directs the work of the Board, providing robust leadership, direction and strategic vision for the Company Leads our business and operations; Executes the strategy developed with the Board and manages the operations of the Company Ensures strong leadership and independent oversight of executive management Key Responsibilities and Duties ● Chairing Board meetings ● Chairing annual and special stockholder meetings ● Setting agendas for Board meetings, subject to approval by Lead Independent Director ● Guiding discussions at Board meetings ● Fostering open and collegial discussion among all Board members ● Ensuring that the Board receives accurate, timely, relevant and clear information ● Working closely with the Chief Executive Officer to provide strategic operational and governance advice ● Acting as a source of institutional knowledge ● Providing significant input to the Board into the development of Company strategy ● Setting and leading the execution of the Company’s strategy ● Managing the day-to-day business and operations of the Company and serving as a nexus between management and the Board ● Managing the Company’s senior leadership ● Representing the face of the Company to stakeholders ● Providing regular updates and information to the Board on all key issues and business developments and status of operations ● Presiding at all meetings of the independent directors ● Presiding at all meetings of the Board at which the Chairman of the Board is not present ● Encouraging and facilitating active participation of all directors ● Serving as a communication facilitator between the Chief Executive Officer and other members of senior management, on the one hand, and the independent and non-management directors, on the other hand (without inhibiting direct communication between senior management and other directors) ● Serving as Chair of the Nominating and Governance Committee

Why our Leaders are Ideally Suited for their Roles:

James A. Skinner

Executive Chairman Stefano Pessina

Executive Vice Chairman

and Chief Executive Officer William C. Foote

Lead Independent Director ● Institutional knowledge of Walgreens and deep understanding of the Company’s business ● Proven ability to successfully lead the Board through periods of significant change ● Substantial experience with respect to corporate governance matters ● Significant experience leading a global public company based in the United States ● Extensive operational leadership in large, complex organizations ● Substantial international business experience and business acumen and valued strategic, financial and operational insights ● Institutional knowledge of Alliance Boots and deep understanding of the Company’s business and its European heritage ● Extensive operational leadership in healthcare and pharmacy ● Proven success in leading a multinational healthcare business ● Independence and gravitas enabling strong oversight of executive leadership ● Institutional knowledge of Walgreens and deep understanding of the Company’s business ● Strong working relationship with fellow directors ● Substantial experience with respect to corporate governance matters

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Director Independence

Under the Corporate Governance Guidelines, the Board must consist of at least two-thirds of independent directors. In making independence determinations, the Board will consider all relevant facts and circumstances and observe all applicable requirements, including the relevant listing standards established by Nasdaq.

To be considered “independent” for these purposes, (a) the director must meet the bright-line independence standards under Nasdaq listing standards, and (b) the Board must affirmatively determine that the director otherwise has no material relationship with the Company, either as a director, officer, employee, stockholder or partner of an organization that has a relationship with the Company. In each case, the Board shall broadly consider all relevant facts and circumstances.

To aid in the director independence assessment process, the Board has adopted categorical standards that identify categories of relationships that the Board has determined would not affect a director’s independence. These categorical standards, which are part of the Corporate Governance Guidelines, stipulate that the following will not be considered material relationships that would impair a director’s independence:

Immaterial Sales/Purchases At the time of the independence determination, the director is an executive officer or employee, or an immediate family member of such director is an executive officer, of another organization that does business with us and the sales by that organization to us, or purchases by that organization from us, in any single fiscal year during the evaluation period, are less than the greater of (i) $200,000 or (ii) 3% of the annual revenues of that organization. For the avoidance of doubt, payments arising solely from investments in our securities are not included in received payments for this purpose. Immaterial Indebtedness At the time of the independence determination, the director is an executive officer or employee, or an immediate family member of such director is an executive officer, of another organization that is indebted to us, or to which we are indebted, and the total amount of either entity’s indebtedness to the other at the end of the last completed fiscal year is less than 5% of the other entity’s total consolidated assets. Immaterial Position At the time of the independence determination, the director serves as a director or trustee, but not an executive officer, or an immediate family member of such director is a director, trustee or employee (but not an executive officer) of any other organization (other than our independent auditors) that does business with, or receives donations from, us. Immaterial Charitable Donations At the time of the independence determination, the director serves as an executive officer of a charitable organization, and our discretionary charitable contributions to the organization are less than the greater of (i) $200,000 or (ii) 3% of that organization’s annual consolidated gross revenues during its last completed fiscal year. Our automatic matching of employee charitable contributions will not be included in the amount of our contributions for this purpose.

The Board, through the Nominating and Governance Committee, annually reviews all relevant relationships of each director to determine whether such director meets the categorical standards described above. Where an organization does not publish its financial information, the Board will make a good faith determination of whether the amounts exceed any of the thresholds set forth above. The Board may determine that a director who has a relationship that exceeds the limits described in the categorical standards (to the extent that any such relationship would not constitute a bar to independence under Nasdaq listing standards) is nonetheless independent.

Independence Determination

As a result of its annual review, the Board has affirmatively determined that the following director nominees are independent: José E. Almeida, Janice M. Babiak, David J. Brailer, William C. Foote, Ginger L. Graham, John A. Lederer, Dominic P. Murphy, and Nancy M. Schlichting, along with Leonard D. Schaeffer, who served as a director during fiscal 2019.

James A. Skinner, the Executive Chairman of the Board, has served in an executive capacity since January 2015 and therefore is not an independent director. Stefano Pessina, the Executive Vice Chairman of the Board and our Chief Executive Officer, is also not an independent director.

The Board has determined that each member of the Audit Committee, the Compensation and Leadership Performance Committee, and the Nominating and Governance Committee is independent as defined in our independence standards, the applicable rules of the Securities and Exchange Commission (the “SEC”), and Nasdaq listing standards. All members of the Finance Committee of the Board are also independent.

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The following information summarizes the relationships that were considered in connection with the independence determinations:

● with respect to Mr. Almeida, the Board examined the Company’s relationship with Baxter International Inc., of which Mr. Almeida is the Chairman and Chief Executive Officer; ● with respect to Ms. Babiak, the Board examined the Company’s relationship with the Institute of Chartered Accountants in England and Wales, of which Ms. Babiak was a Council Member until June 2019 when she termed out; ● with respect to Mr. Brailer, the Board examined the Company’s relationship with Health Evolution Partners, of which Dr. Brailer is the Chairman; and ● with respect to Mr. Lederer, the Board examined the Company’s relationship with Staples, Inc., of which Mr. Lederer is the Executive Chairman.

The Board determined that these relationships were not material and did not impact the applicable director’s independence since: (i) the amounts involved did not exceed the categorical standards adopted by the Board; and (ii) the payments made and received were for various products and services in the ordinary course of business.

In determining Mr. Murphy’s independence, the Board considered that: (i) Mr. Murphy previously served as a Partner at KKR, which was a significant investor in Alliance Boots and was a party to Walgreen Co.’s acquisition of Alliance Boots; (ii) on August 1, 2016, KKR and its affiliates no longer met the beneficial ownership thresholds under the Shareholders’ Agreement entitling them to designate a nominee for election to the Board, and consequently this right terminated, and on November 1, 2016, KKR sold the remaining shares of our common stock that it acquired as part of the Alliance Boots transactions; and (iii) on June 30, 2017, Mr. Murphy resigned as a Partner of KKR and no longer has any right to control or direct the affairs of KKR, including with respect to its investment decisions and management of its portfolio companies, and the Board has determined that there are no continuing relationships that would interfere with Mr. Murphy’s exercise of independent judgment as an independent director under Nasdaq listing standards.

Related Party Transactions

The Board has adopted a written policy for the review of certain related party transactions, including those that are required to be disclosed in this Proxy Statement. For purposes of this policy, a “related party transaction” includes, subject to certain exceptions, a transaction (or series of transactions) in which (i) the Company or any of its subsidiaries is or will be a participant, (ii) the aggregate amount involved will exceed, or may be reasonably expected to exceed, $120,000 in any fiscal year, and (iii) any related person has or will have a direct or indirect material interest. The policy defines a “related person” to include: any of our directors, director nominees or executive officers; a holder of more than 5% of our common stock; and immediate family members of any of the foregoing.

Pursuant to this policy, all such related party transactions must be reviewed and approved or ratified by the Nominating and Governance Committee. In the event that a member of the Nominating and Governance Committee has an interest in a related party transaction, the transaction must be approved or ratified by the disinterested members of the Nominating and Governance Committee. In deciding whether to approve or ratify a related party transaction, the Nominating and Governance Committee considers, among other factors:

● The purpose of, and the potential benefits to the Company of, the transaction; ● The extent of the related party’s interest in the transaction; ● Whether the transaction is fair to the Company and on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; ● Whether the transaction would impair the independence of a Non-Employee Director; and ● Whether the transaction would present an improper conflict of interest for any of our directors, director nominees or executive officers, taking into account the size of the transaction, the overall financial position of the applicable related person, the direct or indirect nature of the applicable related person’s interest in the transaction and the ongoing nature of any proposed relationship.

Shareholders’ Agreement

Pursuant to the Shareholders’ Agreement, for so long as the SP Investors meet certain common stock beneficial ownership thresholds, and subject to certain other conditions, the SP Investors are entitled to designate a nominee for election to the Board. Mr. Pessina is the current designee of the SP Investors.

The Shareholders’ Agreement also includes, among other things, registration rights, standstill provisions and restrictions on the SP Investors’ ability to dispose of shares of our common stock or to acquire additional shares of our common stock.

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Transactions with Alliance Healthcare Italia S.p.A. and its Affiliates

From time to time, we or our subsidiaries have entered into, or may be deemed to have entered into by virtue of our acquisition of Alliance Boots, certain equity-related transactions and agreements with affiliates of Stefano Pessina, our Executive Vice Chairman and Chief Executive Officer, a director of the Company, and an indirect holder of more than 5% of our common stock. Alliance Healthcare Italia SpA (“AHI”) is an entity indirectly controlled by Mr. Pessina (via Alliance Santé Participations S.A. (“ASP”)), in which the Company has an indirect 9% interest (held via Alliance Boots Holdings Limited (“AB Holdings”)). ASP and AB Holdings are the two shareholders of Sprint Lux Holdco 3 S.à.r.l. (“Sprint Lux”), the entity that directly owns AHI, and in such capacity ASP and AB Holdings are parties to a shareholders’ agreement. The shareholders’ agreement has a fifty-year term, ending in 2068, and provides, among other things, that AB Holdings will not compete, and will cause its affiliates (including the Company) not to compete, with AHI in Italy, the Vatican City State and the Republic of San Marino for the duration of, and for the 24 months following termination of, the shareholders’ agreement. For the same duration, ASP will cause Sprint Lux and its subsidiaries, including AHI, to not compete with AB Holdings or any of its affiliates (including the Company) in any territory in which they are active in the health and beauty retail market or the pharmaceutical wholesale market as of the date of the shareholders' agreement. If ASP proposes to sell all, but not less than all, of its shares of Sprint Lux or a substantial amount of the assets of Sprint Lux or its subsidiaries, including AHI, to a third party, ASP must first permit AB Holdings to make an offer for such shares or assets. If ASP does not accept AB Holdings' offer, ASP may sell the shares or assets to a third party, but only on terms no less favorable to ASP than those offered by AB Holdings. AB Holdings is entitled to sell its shares of Sprint Lux on the same terms as any sale of the shares of Sprint Lux by ASP (a so-called tag-along right). In addition, after complying with the right of first offer provision described above, ASP is entitled to cause AB Holdings to sell all, but not less than all, of its shares of Sprint Lux on the same terms as any sale of the shares of Sprint Lux by ASP (a so-called drag-along right). The shareholders agreement also provides that any transaction between Sprint Lux or any of its subsidiaries, including AHI, on the one hand, and either ASP (or any of its affiliates, including Mr. Pessina) or AB Holdings (or any of its affiliates, including the Company), on the other hand, shall be on arms-length terms.

On January 1, 2015, WBAD Holdings Limited (“WBAD Holdings”), our wholly-owned subsidiary, transferred 320 common shares of Walgreens Boots Alliance Development GmbH (“WBAD”), our global sourcing enterprise, to a subsidiary of AHI, Alliance Healthcare Italia Distribuzione S.p.A. (“AHID”), in exchange for 32,000 Swiss francs. WBAD Holdings retained the remainder of the equity interests in WBAD, which consist of 6,000 preferred shares. In August 2018, all of the preferred shares of WBAD were transferred to our wholly-owned subsidiary, WBAD Holdings 2 Limited (“WBAD Holdings 2”). As the holder of common shares, AHID is only entitled to its pro rata share (approximately 5%) of any dividends paid by WBAD in excess of $3 billion per annum. Upon the liquidation of WBAD, AHID is entitled to receive its pro rata share (approximately 5%) of 10% of the net proceeds of such liquidation (or approximately 0.5%). Under certain circumstances, AHID has the right to put, and WBAD Holdings 2 has the right to call, the common shares of WBAD held by AHID for a purchase price of $100,000.

Certain of our executive officers or other employees may provide services to AHI and its affiliates and AHI and its affiliates may provide services to us and our subsidiaries. Furthermore, we and our subsidiaries may sell products to AHI and its affiliates, and AHI and its affiliates may sell products to us and our subsidiaries. These services and products are procured pursuant to written agreements between the relevant parties.

Pursuant to license agreements entered into between affiliates of Alliance Boots and AHI prior to the 100% acquisition of Alliance Boots by Walgreen Co. in December 2014, AHI was granted the exclusive right to use certain Boots-related trademarks and other intellectual property in the promotion, advertisement and sale of certain products in Italy, the Vatican City State and the Republic of San Marino for a period of 99 years, in accordance with the terms of such license agreements and a store operations agreement entered into in fiscal 2018. These agreements provide that the parties will review the royalty rates for such licenses every five years, with the first such review in December 2019.

In 2018, following partial de-regulation of the Italian pharmacy market, the management services agreement pursuant to which services are provided to AHI by certain of our subsidiaries was amended to allow, among other things, additional retail advisory and related services to be provided to AHI to facilitate AHI’s intention to conduct a trial of Boots-branded stores in Italy and to assist with the possible roll out of further Boots branded stores (subject to the success of the pilot stores). Further, a distribution agreement was entered into between a subsidiary of the Company and AHI, which replaced previous distribution agreements between the parties and which allows AHI to purchase products for sale in Boots branded stores in Italy.

In fiscal 2019, pursuant to the agreements described above, the Company and its subsidiaries provided products and services valued at $3.5 million to AHI and its affiliates, of which payment of $1.5 million remained due at the end of fiscal 2019, which amount was subsequently paid.

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In fiscal 2019, AHI and its affiliates provided services and products valued at $7.4 million to subsidiaries of the Company, of which payment of $1.0 million remained due at the end of fiscal 2019 , which amount was subsequently paid in part.

Other Relationships and Transactions

Mr. Pessina and Ms. Barra are partners and share a private residence. As noted in “Executive Compensation—Compensation Discussion and Analysis” below, Ms. Barra reports to James A. Skinner, the Executive Chairman of the Board, and Mr. Skinner is the only member of management who makes recommendations concerning Ms. Barra’s compensation to the Compensation and Leadership Performance Committee. For a description of Ms. Barra’s fiscal 2019 compensation and benefits, see “Executive Compensation—Compensation Discussion and Analysis” and “Executive Compensation—Executive Compensation Tables and Supporting Information” below.

Mr. Pessina has two children employed by the Company in non-executive officer capacities. Jacopo Pessina serves as Director, M&A and Healthcare Innovation—International and Elena Pessina serves as Head of International Coordination, Agency Operations. Each received total compensation in fiscal 2019 of more than $120,000, and the compensation of each is comparable to other Company employees at a similar level.

Board Meetings and Attendance

During fiscal 2019, the Board held 10 meetings. In fiscal 2019, all directors attended more than 90% of the total number of Board and applicable Committee meetings held during the period that such director served, with most directors having attended all such meetings.

We encourage our directors to attend each annual meeting of stockholders. All of our directors attended the 2019 Annual Meeting, other than one director who did not attend due to health reasons.

Our independent directors hold regularly-scheduled executive sessions without our management present. These executive sessions of independent directors are chaired by our Lead Independent Director. The independent directors met in executive session at each of the regularly-scheduled quarterly Board meetings held in fiscal 2019.

Beyond the Boardroom To gain a deeper understanding of the Company’s operations, culture and opportunities, directors regularly meet outside quarterly Board and Committee meetings, which demonstrates our directors’ commitment to their roles with the Company. Beyond the Boardroom in Fiscal 2019 Including quarterly Board and Committee meetings, directors met ten times in fiscal 2019. Examples of Matters Reviewed and Discussed ✓ Strategic progress and developments ✓ Key project updates ✓ Investor feedback ✓ Director training on key compliance matters ✓ Legal/regulatory updates Examples of Additional Meetings ✓ Annual multi-day strategy session ✓ Additional telephonic meetings ✓ Store visits in the United States and Europe

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Board Committees

The Board has four standing committees: the Audit Committee, the Compensation and Leadership Performance Committee, the Finance Committee, and the Nominating and Governance Committee. The Charter for each of our standing committees is available on our website at https://investor.walgreensbootsalliance.com/corporate-governance.cfm.

Audit Committee Number of Meetings in fiscal 2019: 8 Committee Members:

Janice M. Babiak (Chair)

David J. Brailer

Ginger L. Graham

Nancy M. Schlichting Key Responsibilities: ● Selecting our independent registered public accounting firm and reviewing its performance; ● Reviewing and discussing with our management and independent registered public accounting firm our financial statements; ● Reviewing and discussing certain matters with the independent registered public accounting firm and the Company’s General Auditor, including any major issues regarding the adequacy of the Company’s internal controls; ● Reviewing our enterprise risk assessment and key enterprise risks, including major financial risks as well as information security and technology risks (including cybersecurity); ● Reviewing the overall adequacy and effectiveness of our legal and compliance programs; and ● Reviewing the responsibilities, budget, and staffing of our internal audit function. Financial Expertise, Independence, and Financial Literacy

The Board has determined that each member of the Audit Committee satisfies the criteria adopted by the SEC to serve as an “audit committee financial expert.” In addition, the Board has determined that each member of the Audit Committee is an independent director pursuant to the requirements under the Corporate Governance Guidelines, the Exchange Act and Nasdaq listing standards and meets the financial literacy requirements of Nasdaq.

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Compensation and Leadership Performance Committee Number of Meetings in fis