Walgreens Boots Alliance | Independent Board Chair at Walgreens Boots Alliance

Status
36.66% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
WBA
Lead filer
Individual
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Staples
Company HQ country
United States
Resolved clause
Shareholders request that our Board of Directors adopt a policy, and amend our governing documents as necessary to require that the Chairman of the Board of Directors to be an independent member of the Board whenever possible. Although it would be better to have an immediate transition to an independent Board Chairman, the Board would have the discretion to phase in this policy for the next Chief Executive Officer transition.
Supporting statement
Boeing is an example of a company changing course and naming an independent board chairman in October 2019. Boeing did not wait for the next CEO succession.

Support for proposals to appoint an independent board chair received 17% higher support at U.S. companies in 2020. Two such proposals received majority support due to management oversight failings. These two companies were Baxter International, which had to restate its financial results in March 2019, and Boeing, which experienced two fatal crashes of its Boeing 737 MAX airliners which in turn grounded the entire worldwide fleet of 737 MAX airliners for more than 18 months.

Since management performance setbacks often result in higher support for this proposal topic, the mere submission of this proposal will be an incentive for Walgreens management to perform better leading up to the 2021 annual meeting.

Now is an ideal time to transition to an independent board chairman. Walgreens stock has lost 50% of its value since November 2018. Plus our Lead Director, William Foote, had more than 23-years long tenure at Walgreens. Long-tenure can impair the independence of a director - and Mr. Foote again received the highest number of against-votes at the 2020 annual meeting - 52 million against-votes. Nancy Schlichting, who chaired the Walgreens Executive Pay Committee, was a close second - 51 million against-votes.

It was thus not a surprise that Walgreens executive pay received more than 2-times as many against votes as Ms. Schlichting in 2020.

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