Walgreens Boots Alliance : 2023 Proxy Statement

2023

Notice of

Annual Meeting

and Proxy

Statement

More Joyful Lives Through Better Health

Contents

A Message from Our Executive Chairman and Our CEO	3
A Message from Our Lead Independent Director	4
Notice of 2023 Annual Meeting of Stockholders	5
Our Company		6
Proxy Summary		9
Corporate Governance		12
Proposal 1	Election of Directors	12
Director Nomination Process	13
Board Membership Criteria	15
2023 Director Nominees		16
Board Effectiveness Is the Foundation of Our Corporate Governance	27
Our Commitment to Strong Corporate Governance	28
Board Responsibilities		29
Board Structure		37
Board Committees and Meetings	41
Board Operation and Additional Governance Matters	45
Director Independence and Related Party Transactions	47
Director Compensation		50
Security Ownership of Certain Beneficial Owners
and Management		54
Executive Compensation	57
Proposal 2	Advisory Vote to Approve Named
Executive Officer Compensation	57
Compensation Discussion and Analysis	58
Compensation Committee Report	84
Executive Compensation Tables and Supporting Information	84
CEO Pay Ratio		94
Equity Compensation Plan Information	95
	Ratification of the Appointment of
Proposal 3	Deloitte & Touche LLP as the Independent
Registered Public Accounting Firm for
	Fiscal Year 2023	97
Audit Committee Report	99
Proposal 4-5	Stockholder Proposals	101
Questions and Answers About the Proxy Materials and the
Annual Meeting		108
Additional Information		113
Appendix A Reconciliation of GAAP and Non-GAAP
Financial Measures		116

Notable Governance Developments and Where to Read More

Hear from our new Lead
Independent Director	4
Expanded of our stockholder
outreach program and disclosure
related thereto	8 | 31 | 61
Added new directors in an active
year of Board refreshment	9 | 28
Meaningful enhancements
made to our executive
compensation program	10 | 63
Added technology oversight to our
Finance Committee to align our
Board structure and strategy	43
Introduced periodic third-party
Board evaluations to strengthen
Board effectiveness	45
Substantially revised Compensation
Discussion and Analysis to promote
clarity and transparency	58
Performed holistic reassessment of
our compensation philosophy	59

Our Board of Directors (the "Board") is soliciting your proxy on behalf of the Company for

our 2023 annual meeting of stockholders (the "Annual Meeting"), which will be held on January 26, 2023 at 8:30 a.m., Pacific Time, or any adjournment or postponement 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 2022 Annual Report, beginning on December 8, 2022 to holders of our common stock, par value $0.01 per share, as of the close of business on November 28, 2022 (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.

Unless otherwise stated, references herein to the "Company," "WBA," "we," "us," and "our" refer to Walgreens Boots Alliance, Inc. 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 "2022" refer to the fiscal year ended August 31, 2022).

2 Walgreens Boots Alliance, Inc.

A message from our executive chairman and our CEO

Dear Fellow Investors,

We are pleased to present the accompanying Walgreens Boots Alliance Proxy Statement and Annual Report.

Fiscal year 2022 marked the first year of our transformation to a consumer-centric healthcare company, and we are very pleased with the major progress we've made. While we are still in the early stages, our strategy is working and we are well underway in bringing our vision to life: to be the leading partner in reimagining local healthcare and wellbeing for all.

As we look to the road ahead with great confidence, our singular focus is on driving real value for our customers, our communities, our team members and you, our stockholders. Ginger Graham, our Board's Lead Independent Director, covers more details on our strong momentum in the Proxy Statement.

As you'll recall, in October 2021, we introduced four strategic priorities to achieve advantaged growth in community healthcare. Since then, we have continually delivered with numerous accomplishments despite a difficult operating environment, and we remain committed to sharing how we are tracking against our priorities with accountability and transparency.

Our best-in-class assets are scaling to accelerate growth and profitability of our U.S. healthcare business. Additionally, we are strengthening our core pharmacy and retail business, investing in strategic talent and innovative capabilities, and taking bold and measured steps to simplify our portfolio.

Throughout all of our work, our purpose of "more joyful lives through better health" continues to guide us. We are making impactful change as a force for good globally, including addressing health disparities and inequities as well as social determinants that can be barriers in many of the communities we serve.

We are very well positioned as we move into the next year, and will continue to execute swiftly on our vision and build a solid foundation for sustainable shareholder value creation. We look forward to sharing more at our 2023 Annual Meeting of Stockholders, which will take place January 26, 2023, at 8:30 a.m. PT, at The Resort at Pelican Hill in Newport Coast, California.

Thank you, and we deeply appreciate your support on our transformation journey.

Sincerely,

Stefano Pessina	Rosalind G. Brewer
Executive Chairman	Chief Executive Officer

2023 Proxy Statement

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A message from our lead independent director

2022 was a pivotal year for WBA, as we began the journey of executing on a new strategy to transform WBA into a healthcare company. The Board's oversight and advisory role was critical in the development of the Company's strategy. I am honored to be writing you for the first time as WBA's Lead Independent Director and to share some Board priorities and activities in the last year.

New Independent Board Leadership. As you will see in this Proxy Statement, Bill Foote will retire from the Board and will not stand for re-electionat the Annual Meeting of Stockholders. Bill has enthusiastically served this Company and its predecessors for over 25 years and leaves a legacy of uncompromising independent leadership. On behalf of the Board, we are incredibly grateful to Bill for his contributions to and leadership of your Board. I am humbled to assume the role of Lead Independent Director and fully appreciate the importance of the role to an effective Board. I commit to you that I will be resolute in executing my responsibility to help ensure that the Board exercises prudent, independent judgement and provides effective oversight.

Say-on-Pay and Stockholder Engagement. Stockholder feedback is a key input in the Board's decision-makingprocess and, as Lead Independent Director, I personally look forward to engaging with you moving forward. Our conversations over the last two years have focused on executive compensation. What we heard is that, while investors support the overall design of our compensation program and recent changes, they noted proxy advisory firm criticism of responsiveness to stockholders with regard to concerns with the discretion used by the Compensation and Leadership Performance Committee (the "CLP Committee") in 2020 that led to unfavorable Say-on-Payvote results in 2021 and 2022. In discussing the rationale for the CLP Committee's decision, modifications made to our plan design to avoid

such discretion in the future and the CLP Committee's public communication of its intention to not use positive discretion in the future, many investors, including six of our top seven stockholders, who represent approximately 39% of our outstanding shares, noted their satisfaction with the responsiveness of the Board

but communicated their desire for more robust disclosures regarding our stockholder engagement program and outcomes. As a result, we have significantly expanded our disclosures related to stockholder engagement on pages 8, 31 and 61 of this Proxy Statement.

Aligning the Board with Our Strategy. We are continuously focused on ensuring that the Board is comprised of directors with a diverse mix of skills, backgrounds and perspectives that are equipped to oversee the success of the business. 2022 was no different. Given our strategic shift, the Board successfully recruited multiple directors with extensive healthcare and technology and data privacy and security expertise over the last

year. We believe these new directors will serve as critical assets to stockholders and your Board for years to come. We also reconstituted the Finance Committee of the Board as the Finance and Technology Committee, reflecting the Board's ongoing focus on aligning one governance structure to our strategy.

Shaping Company Strategy and Overseeing Risk. Ensuring engaged and effective oversight of strategy and risk is essential to the Company's creation of long-termsustainable value. This was of particular importance in 2022 as the Company worked to develop a new healthcare-focusedstrategy. Your Board worked tirelessly with senior management inside and outside the boardroom analyzing and providing insight on the strengths, weaknesses, opportunities and risks as the strategy developed. The Board has remained focused and engaged as we have begun to execute on the strategy.

ESG. Environmental, Social and Government ("ESG") excellence is integrated and prioritized within our strategy as a healthcare company. We set ambitious targets across the ESG spectrum, including with regard to climate change and diversity, equity and inclusion, on an annual basis and have incorporated these goals into our compensation program. I encourage you to review our 2021 ESG report and our Compensation Discussion and Analysis in this Proxy Statement to learn more about those goals.

The composition, function and actions of our Board can be traced back to one fundamental principle: Corporate Responsibility. On behalf of my fellow independent directors and the entire Board, we thank you for your partnership with WBA. We thank you for your investment in WBA. And finally, we appreciate your trust and confidence in our leadership.

Sincerely,

Ginger L. Graham

Lead Independent Director

4 Walgreens Boots Alliance, Inc.

Notice of 2023 annual meeting of stockholders

Date and Time	Location	Who Can Vote
Thursday, January 26, 2023	The Resort at Pelican Hill	The Board of Directors has fixed the close of business on
at 8:30 a.m.	22701 Pelican Hill Road South	November 28, 2022 as the record date. You are entitled
Pacific Time	Newport Coast, CA 92657	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 November 28, 2022.

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 12
2	Approve, on an advisory basis, our named executive officer compensation	FOR	Page 57
3	Ratify the appointment of Deloitte & Touche LLP as our independent registered public	FOR	Page 97
	accounting firm for our fiscal year ending August 31, 2023
4-5 Consider two stockholder proposals, if properly presented at the meeting	AGAINST	Page 101

Stockholders will also transact such other business as may properly be brought before the meeting or any adjournment thereof by or at the direction of the Board.

Your vote is important. Please vote by Internet, telephone or mail as soon as possible to ensure your vote is recorded properly. Stockholders of record may vote without attending the Annual Meeting by one of the following methods:

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

These proxy materials are first being sent (or, as applicable, made available) to stockholders commencing on December 8, 2022.

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 113 of this Proxy Statement.

By order of the Board of Directors,

Joseph B. Amsbary, Jr.

Senior Vice President, Corporate Secretary December 8, 2022

Walgreens Boots Alliance, Inc.

108 Wilmot Road Deerfield, Illinois 60015 (principal executive office)

2023 Proxy Statement

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