Walgreens Boots Alliance | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Walgreens Boots Alliance</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Executive Compensation </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board adopt a policy to seek shareholder approval of senior managers’ new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. This proposal only applies to Named Executive Officers. </p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>Golden parachute payments include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. <br><br>“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination. </p>
<p dir=”ltr”>The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon. </p>
<p dir=”ltr”>Generous performance-based pay can sometimes be justified but shareholder ratification of golden parachutes better aligns management pay with shareholder interests. </p>
<p dir=”ltr”>This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes.</p>
<p dir=”ltr”>This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.</p>
<p dir=”ltr”>This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes. </p>
<p dir=”ltr”>The topic of this proposal received and between 51% and 65% support at:</p>
<p dir=”ltr”>     FedEx <br>     Spirit AeroSystems <br>     Alaska Air <br>     Delta Air Lines</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
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<strong>Status:</strong>
<p>Filed</p>
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Resolution Details

Company:

Walgreens Boots Alliance

Year:

2025

Issue Area:

Health

Focus Area:

Plastics Pollution, Tobacco

Status:

Filed

Resolution Text

Whereas: In its 2023 ESG Report, Walgreens Boots Alliance proudly touts its many initiatives to reduce the use of plastics and waste in general, but oddly ignores cigarettes and the resulting environmental harm they create.

Cigarette butts are the most common form of litter in the world, as approximately 5.6 trillion cigarettes are smoked every year worldwide. Cigarette waste constitutes an estimated 30% of the total litter (by count) on US shorelines, waterways and on land.[1]

The World Health Organization states that products such as cigarettes, smokeless tobacco and e-cigarettes add to the build-up of plastic pollution. Cigarette filters contain microplastics and make up the second-highest form of plastic pollution worldwide. Tobacco product waste also contains over 7000 toxic chemicals, including known human carcinogens.[2] Additionally, “every year the tobacco industry costs the world more than 8 million human lives, 600 million trees, 200,000 hectares of land, 22 billion tonnes of water and 84 million tonnes of CO2.”[3]

Despite claims by the tobacco industry that tobacco use the United States is declining, the Federal Trade Commission (FTC) reported that the number of cigarettes that the largest cigarette companies in the United States sold to wholesalers and retailers nationwide increased from 202.9 billion in 2019 to 203.7 billion in 2020. [4]

In 2022, drug stores and pharmacies in the U.S. sold approximately $1.3 billion of cigarettes. It is estimated that over 80%, or over 4 trillion cigarette butts are littered each year. In the United States, some 263 billion cigarettes were sold, and, assuming 80% were disposed of improperly, this would mean about 77 million pounds of cigarette-butt litter are dropped on the ground each year. [5]

A study (Attitudes, Beliefs, and Behaviors about Cigarette-Butt Littering among College-Aged Adults in the United States) published in 2022 concluded that smokers’ knowledge of cigarette butts’ toxicity, biodegradability, harmfulness to human and marine health was a key determinant in how they disposed of used cigarettes. In fact, “Smokers who thought of cigarette butts as litter were 3.68 (95% CI 2.04 to 6.66) times more likely to properly dispose of their butts.”[6]

BE IT RESOLVED: Shareholders request that our Company report on its efforts to educate its customers who purchase tobacco products about the environmental damage caused by improperly discarded tobacco products and provide information on methods of proper disposal.

Supporting Statement: Walgreens Boots Alliance describes in its 2022 ESG report various efforts to divert items from landfills and reduce waste. We believe that because our Company sells tobacco products, it bears a responsibility to educate customers about proper ways to dispose of these products.

[1] https://www.ncbi.nlm.nih.gov/pmc/articles/PMC3088407/

[2] https://www.oceancare.org/en/stories_and_news/cigarette-butts-pollution/

[3] https://www.who.int/news/item/31-05-2022-who-raises-alarm-on-tobacco-industry-environmental-impact

[4] FTC Report Finds Annual Cigarette Sales Increased for the First Time in 20 Years | Federal Trade Commission

[5] Attitudes, Beliefs, and Behaviors about Cigarette-Butt Littering among College-Aged Adults in the United States – PMC (nih.gov) 2.1

[6] Attitudes, Beliefs, and Behaviors about Cigarette-Butt Littering among College-Aged Adults in the United States – PMC (nih.gov) 2.3

Resolution Details

Company:

Walgreens Boots Alliance

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Living Wage

Status:

Vote

Vote Percentage:

13.00%

Resolution Text

WHEREAS: Company compensation practices that fail to provide a living wage are harmful to the economy and therefore to the returns of diversified shareholders;

BE IT RESOLVED, shareholders ask that the board and management exercise their discretion to establish Company wage policies that are reasonably designed to provide workers with the minimum earnings necessary to meet a family’s basic needs, such policies to include reference to established living wage frameworks and timeframes for adoption and to comply with relevant legal obligations.

SUPPORTING STATEMENT:

The Company recently raised its starting wage to $15 per hour and its median employee was paid $24,530 in 2022, or 0.14% of the CEO’s compensation. By comparison, the living wage in 2022 was $25.02 per hour ($52,038.85 per worker annually, for a family of four (two working adults).1 While the Company’s workforce is 71 percent female and 51 percent people of color, those groups make up only 43 percent and 25 percent of senior management, and thus make up a disproportionate number of Company employees not earning a living wage.]

Such inequality and disparity harm the entire economy. For example, closing the living wage gap worldwide could generate an additional $4.56 trillion every year through increased productivity and spending,2 translating to a more than 4 percent increase in annual GDP. A 2020 report found that had four key racial gaps for Black Americans—wages, education, housing, and investment—been closed in 2000, $16 trillion could have been added to the U.S. economy. Closing those gaps in 2020 could have added $5 trillion to the U.S. economy over the ensuing five years.3

By paying so many of its employees below a living wage, the Company may believe it will increase margins and thus financial performance. But gain in Company profit that comes at the expense of society and the economy is a bad trade for Company shareholders who are diversified and rely on broad economic growth to achieve their financial objectives. The costs and risks created by low wages and inequality will directly reduce long-term diversified portfolio returns because a drag on GDP directly reduces returns on diversified portfolios.4

This proposal asks the Board to set a Company compensation policy of paying a living wage to prevent contributing to inequality and racial/gender disparity. The Company could achieve this Proposal’s objective by securing Living Wage for US Employer certification.5 Additionally, MIT has an online living wage calculator, or the Company can work within frameworks promulgated by organizations such as IDH Sustainable Trade Initiative or The Living Wage Network. The Company should utilize such frameworks in a manner that allows shareholders to gauge compliance and progress, while providing the Company with discretion as to how to achieve the living-wage goal.

1 https://livingwage.mit.edu/articles/103-new-data-posted-2023-living-wage-calculator
2 https://tacklinginequality.org/files/introduction.pdf
3 https://ir.citi.com/%2FPRxPvgNWu319AU1ajGf%2BsKbjJjBJSaTOSdw2DF4xynPwFB8a2jV1FaA3Idy7vY59bOtN2lxVQ M=
4 https://www.epi.org/publication/secular-stagnation/
5 https://livingwageforus.org/becoming-certified/

Resolution Details

Company:

Walgreens Boots Alliance

Year:

2024

Issue Area:

Environment

Focus Area:

Tobacco

Status:

Vote

Vote Percentage:

6.03%

Resolution Text

WHEREAS: Cigarette waste is the most commonly littered item in the US, with 1.69 billion pounds polluting the environment every year. Cigarettes make up more than one-third of all collected litter. About 4.5 trillion cigarettes are discarded each year worldwide, making them the most littered item on Earth. Cigarette butts leach toxic chemicals into water, where they can remain for as long as 10 years.

According to Dr Ruediger Krech, Director of Health Promotion at WHO, tobacco products are the most littered item on the planet, containing over 7000 toxic chemicals, which leech into our environment when discarded. Roughly 4.5 trillion cigarette filters pollute our oceans, rivers, city sidewalks, parks, soil and beaches every year.[1]

BE IT RESOLVED: Shareholders request that our Company report on its efforts to educate its customers who purchase tobacco products about the environmental damage caused by improperly discarded tobacco products, and provide information on methods of proper disposal.

SUPPORTING STATEMENT: Walgreens Boots Alliance describes in its 2022 ESG report various efforts to divert items from landfills and reduce waste. We believe that because our Company sells tobacco products, it bears a responsibility to educate customers about proper ways to dispose of these products.

[1] WHO raises alarm on tobacco industry environmental impact

[2] FTC Report Finds Annual Cigarette Sales Increased for the First Time in 20 Years | Federal Trade Commission

[3] Attitudes, Beliefs, and Behaviors about Cigarette-Butt Littering among College-Aged Adults in the United States – PMC (nih.gov) 2.1

[4] Attitudes, Beliefs, and Behaviors about Cigarette-Butt Littering among College-Aged Adults in the United States – PMC (nih.gov) 2.3

Resolution Details

Company:

Walgreens Boots Alliance

Year:

2023

Issue Area:

Health

Focus Area:

Tobacco

Status:

Vote

Vote Percentage:

10.30%

Resolution Text

RESOLVED, shareholders ask that the board commission and disclose a report on the external public health costs created by the sale of tobacco products by our company (the “Company”) and the manner in which such costs affect the vast majority of its shareholders who rely on overall market returns.

The negative health and productivity impacts from consumption of tobacco products impose $1.2 trillion in social damage; tobacco’s unpriced social burden amounts to almost 3 percent of global GDP annually.[1]

Yet, in spite of the Company’s positioning as a “true health care company”[2] and public pronouncements regarding its commitment to health and wellness[3] as well as the overwhelming evidence that tobacco – a known carcinogen that impairs respiratory function – significantly prejudices the health outcomes of smokers, and particularly smokers infected with COVID-19, the Company continues to sell tobacco products in its stores.

These public health costs, year after year, are devastating to economic growth and further compound the financial devastation wrought by the COVID-19 pandemic. Yet the Company does not disclose any methodology to address the public health costs of its tobacco sales. Thus, shareholders have no guidance as to costs the Company is externalizing and consequent economic harm. This information is essential to shareholders, the majority of whom are beneficial owners with broadly diversified interests.

Our company has signed the Business Roundtable Statement on the Purpose of a Corporation, which reads, “we share a fundamental commitment to all of our stakeholders… We commit to deliver value to all of them, for the future success of our companies, our communities and our country.”

But the Company undermines that commitment and ultimately the interests of its diversified shareholders by not disclosing the social and environmental costs and risks imposed on stakeholders, even when these costs and risks threaten society, the economy and the performance of other companies. All stakeholders are unalterably harmed when companies impose costs on the economy that lower GDP, which reduces equity value.[4] While the Company may profit by ignoring costs it externalizes, diversified shareholders will ultimately pay these costs, and they have a right to ask what they are.

The Company’s prior disclosures do not address this issue, because they do not address the public health costs that the company’s tobacco sales impose on shareholders as diversified investors who must fund retirement, education, public goods and other critical social needs. This is a separate social issue of great importance. A report would help shareholders determine whether these externalized costs and the economic harm they may create ultimately serve their interests.

[1] https://www.cdc.gov/tobacco/data_statistics/fact_sheets/economics/econ_facts/index.htm

[2] Walgreens CEO Stefano Pessina on comparing strategy with CVS (cnbc.com)

[3] https://www.walgreensbootsalliance.com/about-us/living-our-values-vision-and-purpose

[4] https://www.unepfi.org/fileadmin/documents/universal_ownership_full.pdf

Resolution Details

Company:

Walgreens Boots Alliance

Year:

2023

Issue Area:

Climate Change

Focus Area:

GHG Reduction and Targets

Status:

Withdrawn for Agreement

Resolution Text

WHEREAS: The Intergovernmental Panel on Climate Change (IPCC) has advised that greenhouse gas (GHG) emissions must be halved by 2030 and reach net zero by 2050 to limit warming to 1.5°C and prevent the worst consequences of climate change. Absent deep reductions in GHG emissions, IPCC projects increases in surface temperatures, sea levels, extreme weather events, forest fires, and agricultural losses. These changes will increase physical and systemic risks for investors and companies, including supply chain dislocations, reduced resource availability, lost productivity, commodity price volatility, and physical infrastructure damage, and could result in new regulations and transition costs.

In its 2021 10-K, Walgreens Boots Alliance (“Walgreens” or “the Company”) noted, “The long-term effects of global climate change present both physical risks…and transition risks…which are expected to be widespread and unpredictable. These changes could over time affect…the availability and cost of products, commodities and energy… which in turn may impact our ability to procure goods or services required for the operation of our business…” Despite acknowledging its climate risk, Walgreens has a modest short-term GHG reduction target that excludes scope 3 emissions and is not aligned with holding warming to 1.5°C.

Walgreens trails its peers in setting science-based GHG reduction targets. CVS Health has near- and long-term targets validated through the Science Based Targets initiative (SBTi) and has pledged to reach net-zero GHG emissions across its value chain by 2050, including a commitment to reduce its scope 3 GHG emissions by 90% by 2050 from a 2019 baseline. Peer companies Walmart and Target also have near-term targets approved by SBTi and have pledged to reach Net Zero emissions by 2050.

There is growing interest from investors in increased transparency of how companies are addressing the climate crisis and plan to transition their business model to one that aligns with limiting warming to 1.5°C. To assist companies in developing viable transition plans, groups including CDP, State Street Global Advisors (SSGA), and Climate Action 100+ (CA100+) have provided guidance for companies on writing comprehensive transition plans adequate to achieve science-based GHG reductions.

Resolved: Shareholders request Walgreens issue a report on climate change, aligning operations and value chain emissions with the Paris Agreement’s ambition of limiting global temperature increase to 1.5°C. The report should set forth near-, medium- and long-term science-based greenhouse gas emissions reduction targets for the Company’s full carbon footprint (scopes 1, 2, and 3) supported by a climate transition plan describing how the company intends to meet the targets. The report should be prepared, at reasonable expense and excluding confidential information, within a year and updated annually thereafter.

Supporting Statement

In assessing targets, we recommend, at the board and management’s discretion:

Using approaches from advisory groups like SBTi when adopting near- and long-term GHG emissions reduction targets;
Considering climate transition plan criteria used by advisory groups like CDP, CA100+, and SSGA; and
Setting supporting targets for renewable energy, energy efficiency, and other measures.

Require Shareholder Approval for Excessive Golden Parachutes

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