Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Rosalind G. Brewer as Chief Executive Officer
On January 26, 2021, Walgreens Boots Alliance, Inc. (the "Company") announced
that the Company's board of directors (the "Board") appointed Rosalind Gates
Brewer as Chief Executive Officer ("CEO") of the Company, effective as of
March 15, 2021 (the "Effective Date"). Ms. Brewer was also appointed as a member
of the Board, effective as of the Effective Date.
Ms. Brewer, 58, will join the Company from Starbucks Corporation ("Starbucks"),
where she served as Group President, Americas and Chief Operating Officer since
October 2017 and as a director since March 2017. Prior to joining Starbucks,
Ms. Brewer served as President and Chief Executive Officer of Sam's Club, a
membership-only retail warehouse club and a division of Walmart Inc.
("Walmart"), a multinational retail corporation, from February 2012 to February
2017. From 2006 to 2012, Ms. Brewer served in a number of roles at Walmart, from
Regional General Manager, Georgia Operations to Executive Vice President and
President of Walmart's East Business Unit. Ms. Brewer was President of the
Global Nonwovens Division for Kimberly-Clark Corporation ("Kimberly-Clark"), a
global health and hygiene products company, from 2004 to 2006 and held various
management positions at Kimberly-Clark from 1984 to 2006.
Ms. Brewer serves as Chair of the Board of Trustees for Spelman College and as a
member of the board of directors of Amazon.com, Inc. ("Amazon"). Ms. Brewer also
formerly served on the board of directors of the Lockheed Martin Corporation and
Molson Coors Brewing Company. Ms. Brewer will resign from the boards of
Starbucks and Amazon prior to the Effective Date.
In connection with her appointment as CEO, the Company entered into an offer
letter with Ms. Brewer (the "Offer Letter") setting forth the terms of her
employment and compensation. The letter has no specified term and her employment
with Company will be on an at-will basis. Pursuant to the Offer Letter,
Ms. Brewer will be entitled to an initial annualized base salary of $1,500,000
and will be eligible for an annual bonus with a target payout of 200% of
eligible earnings under the Company's corporate bonus program. Ms. Brewer will
also be eligible for long-term incentives under the terms and conditions of the
WBA 2021 Omnibus Incentive Plan in the form of stock options, restricted stock
units and performance shares with a combined target award equal in economic
value to $11,000,000 annually. Ms. Brewer will receive a one-time
sign-on/retention bonus of $4,500,000, which is subject to repayment if
Ms. Brewer voluntarily leaves the Company without "good reason" or she is
involuntarily terminated for "cause" within the two (2) year period immediately
following the payment date. In addition, Ms. Brewer will receive a one-time
long-term incentive award with a total economic value of $20,200,000, divided
equally between performance shares and restricted stock units. The restricted
stock units will vest in three equal installments on each of the first, second
and third anniversaries of the date of grant. The performance shares will vest
at the end of the three-year performance period of fiscal 2021 through fiscal
2023. Ms. Brewer will also be covered by the Company's Executive Severance and
Change in Control Plan (as amended and restated effective August 6, 2019), a
copy of which is filed as Exhibit 10.47 to the Company's Annual Report on Form
10-K for the fiscal year ended August 31, 2019 filed with the Securities and
Exchange Commission on October 28, 2019 and which is incorporated herein by
reference. Ms. Brewer will also be entitled to relocation benefits and personal
use of the Company's corporate aircraft up to a maximum of 50 hours per year. As
a condition to her employment as CEO, Ms. Brewer will enter into a
non-competition, non-solicitation and confidentiality agreement with the
Company.
The foregoing description of Ms. Brewer's Offer Letter and compensation
arrangements does not purport to be complete and is qualified in its entirety by
reference to the Offer Letter which is attached as Exhibit 10.1 to this report
and incorporated by reference herein.
Ms. Brewer has no family relationships with any director or executive officer of
the Company, and there are no arrangements or understandings with any person
pursuant to which she was selected as an officer of the Company. In addition,
there have been no transactions directly or indirectly involving Ms. Brewer that
would be required to be disclosed pursuant to Item 404(a) of Regulation S-K
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Appointment of Stefano Pessina as Executive Chairman
Ms. Brewer will succeed Stefano Pessina, the current Executive Vice Chairman and
CEO of the Company. As previously announced, Mr. Pessina will continue as a
member of the Board and will become Executive Chairman as of the Effective Date.
On the Effective Date, James A. Skinner, the Company's current Executive
Chairman, will step down from that role and continue as a member of the Board.
Item 7.01. Regulation FD Disclosure.
On January 26, 2021, the Company issued a press release announcing the
appointment of Ms. Brewer as Chief Executive Officer and member of the Board, a
copy of which is furnished as Exhibit 99.1 hereto and incorporated in this Item
7.01 by reference.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed"
for purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section. This information shall not be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, expect as shall be expressly set forth by specific
reference to such disclosure in this Form 8-K in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
10.1 Offer Letter between Walgreens Boots Alliance, Inc. and Rosalind G.
Brewer dated January 26, 2021
99.1 Press Release issued by Walgreens Boots Alliance, Inc. on
January 26, 2021
104 Cover Page Interactive Data File (formatted as inline XBRL)
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