Walgreens Boots Alliance : 2023 Proxy Statement (2024)

Contents

Notable Governance Developments and Where to Read More

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).

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