WALGREENS BOOTS ALLIANCE, INC. FORM 8-K (Current report filing) Filed 08/04/15 for the Period Ending 07/29/15 Address 108 WILMOT ROAD DEERFIELD, IL 60015 Telephone (847) 315-2500 CIK 0001618921 Symbol WBA SIC Code 5912 - Drug Stores and Proprietary Stores Industry Retail (Drugs) Sector Services Fiscal Year 08/31 http://www.edgar-online.com Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM8-K CURRENTREPORT PursuanttoSection13or15(d) ofthesecuritiesexchangeactof1934 DateofReport(Dateofearliesteventreported):July29,2015 WALGREENSBOOTSALLIANCE,INC. (Exactnameofregistrantasspecifiedinitscharter) Delaware 001-36759 47-1758322 (Stateorotherjurisdiction (Commission (IRSEmployer ofincorporation) FileNumber) IdentificationNumber) 108WilmotRoad,Deerfield,Illinois 60015 (Addressofprincipalexecutiveoffices) (ZipCode) Registrant stelephonenumber,includingareacode:(847)315-2500 NotApplicable (Formernameorformeraddress,ifchangedsincelastreport) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item5.02.DepartureofDirectorsorCertainOfficers;ElectionofDirectors;AppointmentofCertainOfficers;CompensatoryArrangementsofCertain Officers. (b-c) On July 29, 2015, the Walgreens Boots Alliance, Inc. (the Company ) Board of Directors (the Board ) elected Kimberly R. Scardino as Senior Vice President, Global Controller and Chief Accounting Officer of the Company effective August 3, 2015. Pursuant to the Company s amended and restated by-laws, the Controller serves as the Company s principal accounting officer. Ms. Scardino will succeed George R. Fairweather as the Company s principal accounting officer. Mr. Fairweather will continue in his role as the Company s Executive Vice President and Global Chief Financial Officer. Ms. Scardino, age 44, served American Express Company as Senior Vice President, Business Advisory Controller from March 2015 to July 2015 and as Senior Vice President, Americas Controller, from June 2012 to March 2015. Previously, she served in roles of increasing responsibility at American Express Company and its subsidiaries, including as Vice President and Chief Accounting Officer of American Express Credit Corp. from December 2009 to June 2012 as well as Vice President, Global Head of SOX Compliance. Prior to joining American Express in 2006, Ms. Scardino served in accounting functions at Credit Suisse from 2004 to 2006 and at Lyondell Chemical Company from 2002 to 2004. Ms. Scardino started her career at Arthur Andersen LLP, where she was an auditor from 1994 to 2002. The Company entered into an employment offer letter with Ms. Scardino, which was approved by the Compensation Committee of the Board. The letter has no specified term, and her employment with the Company will be on an at-will basis. Her initial annualized base salary will be $425,000, and she will be eligible for an annual bonus (prorated in the case of the current fiscal year) under the Company s corporate bonus plan. Ms. Scardino also will be eligible to participate in the Company s stock-based incentive programs, which currently provide for stock option, restricted stock unit and performance share grants, and the Executive Severance and Change in Control Plan described in the Company s Proxy Statement filed with the Securities and Exchange Commission on April 17, 2015. She will also receive certain sign-on/retention bonuses, relocation assistance, initial equity awards and other benefits on the terms and conditions described in the offer letter. The foregoing summary is qualified in its entirety by reference to the full text of the offer letter agreement with Ms. Scardino, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. There are no arrangements or understandings between Ms. Scardino and any other persons pursuant to which she was elected as an officer of the Company, she has no family relationships with any of the Company s directors or executive officers, and she is not a party to, and she does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. Item9.01. (d) Exhibits FinancialStatementsandExhibits. Exhibit Description 10.1 Offer letter agreement between Kimberly R. Scardino and Walgreens Boots Alliance, Inc.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WALGREENS BOOTS ALLIANCE, INC. Date: August 4, 2015 By: /s/ Jan Stern Reed Title: Senior Vice President, General Counsel and Corporate Secretary
Exhibit10.1 Walgreens Boots Alliance, Inc. 102 Wilmot Road Deerfield, IL 60015 wba.com June 22, 2015 Ms. Kimberly Scardino [Address] Dear Kimberly, We are pleased to offer you the position of Senior Vice President, Global Controller and Chief Accounting Officer, currently under the management of George Fairweather. We hope you will find your employment with Walgreens Boots Alliance, Inc. ( WBA or the Company ) both challenging and rewarding and we look forward to you joining our team. As a U.S.-based team member working at the WBA group level, your employer for payroll, benefits and tax (W-2) purposes will be within the Walgreen Co. U.S. family of companies. The terms of this offer are subject to the final approval of the Compensation Committee of the Board of Directors of WBA. Below are the terms of your offer: BaseSalary.Your starting salary will be $425,000 annually, less all applicable tax withholdings and benefit deductions. AnnualBonusOpportunity.Based on your position, you will be eligible for annual bonuses under the WBA corporate bonus program, which is based on the Company s fiscal year running from September 1 through August 31. You would be eligible for a pro-rated bonus for the remainder of the current fiscal year. The current bonus target for your position is 70% of your eligible earnings. Your actual bonus each year is subject to Company performance and your individual performance, and all bonuses are subject to the discretion and approval of the Compensation Committee of our Board of Directors. Long-TermIncentiveOpportunity.You will also be eligible for long-term incentives granted under the terms and conditions of the WBA 2013 Omnibus Incentive Plan ( Omnibus Plan ). You will be eligible for market-competitive award levels granted at the discretion of the Compensation Committee of our Board of Directors. For your position, long-term incentives currently consist of a combination of stock options, restricted stock units and performance shares, with a combined target award equal in economic value to approximately $700,000 annually. In making award decisions each year, the Compensation Committee considers target award levels, budget levels, relative individual performance, and other factors. The design of WBA long-term incentive programs is currently under review, and will be communicated to you in connection with awards granted in the fall for Fiscal Year 2016. OtherCompensation. In consideration for your current compensation levels and outstanding equity awards from your current employer, you will receive the following sign-on incentives: A cash sign-on/retention bonus of $350,000. This will be paid in three installments, as follows: $150,000 following your date of hire, and $100,000 following each of the first and second anniversaries of date of hire. Each installment will be paid as soon as practicable after the aforementioned dates and will be subject to normal tax withholding. These bonuses will be subject to the terms and conditions of a retention bonus agreement that you will be required to sign as a condition to this benefit. In particular, this agreement will spell out that your continued employment is required in order to
Ms. Kimberly Scardino Page 2 June 22, 2015 receive each installment payment and if you voluntarily leave the Company or you are involuntarily terminated for cause within two years of an installment payment date you will be required to reimburse the Company for the full amount of that installment payment. An additional cash sign-on/retention bonus of $325,000 intended to replace a portion of your unvested equity that would have vested within the first two years of your employment. This payment will be made in two installments, the first $150,000 will be paid as soon as practicable after your date of hire and the second installment of $175,000 will be paid as soon as practicable following the first anniversary of your date of hire. Both installments will be subject to normal tax withholding. These bonuses will be subject to the terms and conditions of a retention bonus agreement that you will be required to sign as a condition to this benefit. In particular, this agreement will spell out that your continued employment is required in order to receive the payments and if you voluntarily leave the Company or you are involuntarily terminated for cause within one year of each payment date you will be required to reimburse the Company for the full amount of that installment payment. An equity award of stock options equal in economic value to $530,000 in total. This award will be provided (assuming continued employment through the grant date) on the first day of the WBA fiscal quarter following your date of hire. The exercise price will be the WBA closing price on the date of grant. The grant will vest in thirds, one-third after each of the first, second and third anniversaries of the date of grant. This stock option award will be subject to the terms and conditions of the WBA 2013 Omnibus Incentive Plan and the applicable award agreement. An additional equity award of stock options equal in economic value to $285,000 in total. This award will be provided (assuming continued employment through the grant date) on the first day of the WBA fiscal quarter following your date of hire. The exercise price will be the WBA closing price on the date of grant. The grant will vest on the third anniversary of the date of grant. The stock option award will be subject to the terms and conditions of the WBA 2013 Omnibus Incentive Plan and the applicable award agreement. OtherEmployeeBenefits. See the attached Overview of Management Benefits, briefly describing the employee benefits that are applicable. This includes paidtime off (PTO) equal to an annual benefit of 25 days (200 hours), which will begin accruing from your date of hire. As a U.S.-based team member, these other employee benefit programs applicable to you are primarily provided under Walgreen Co. plans and programs. Relocation.You will be eligible for relocation benefits in accordance with Company policy for management employees. Upon offer acceptance, a member of our Employee Services Department will be in contact with you to walk you through the details and process. Non-Compete. As a condition to this offer of employment, you will be required to sign a Non-Competition, Non-Solicitation and Confidentiality Agreement when you begin employment with WBA. This is a standard agreement, with certain terms tailored to your area and position. A copy of this Agreement can be provided in advance upon request. A similar agreement may also be included as part of long-term equity award agreements.
Ms. Kimberly Scardino Page 3 June 22, 2015 Your start date is to be determined. On your first day, please bring proof of your identity and eligibility for employment, a list of acceptable documents is enclosed. Please note that WBA, in an effort to maintain our strong sense of pride in the way we conduct our business, requires all employees to dress in business professional attire while at work or on travel representing the company. Our offer of employment will remain open for seven days from the date of this letter, and is contingent on your passing a pre-employment applicant background check and a pre-employment drug screen under our Drug Free Work Place Policy. It is our policy that the pre-employment drug screen test be completed within 48 hours of receiving this offer packet. You can find your nearest drug testing location by calling 1-800-877-7484. Enclosed are the Forensic Drug Testing Custody and Control Form and the Walgreens Drug Test Consent/Release Form. Please complete and return the consent/release form with the offer letter. Please bring the Forensic Drug Testing Custody and Control Form with you to the drug test facility along with a valid photo I.D. accepted by the state. If you want to accept this offer of employment, please sign your name on the line below, fill in the date, and return the signed letter in the enclosed envelope. The duplicate of this letter is for your records. By signing below, you are confirming that no actual breach, threatened breach or other violation of any past, current or contemplated oral or written contractual arrangement to which you are a party (including, but not limited to, any non-compete, non-solicitation or confidentiality agreement with any former employer) has or will occur by virtue of your acceptance of this offer of employment or your performing services for WBA. You should not consider our offer of employment to be a contract or guarantee of indefinite employment. Employment at WBA is at will, for no definite term, and is subject to WBA policies and total rewards plans and programs, which can all be changed from time to time. Further, WBA reserves the right to rescind the offer or terminate employment if a breach, threatened breach or other violation has or will occur and accordingly, you will not be eligible for WBA benefits upon termination. If you have any questions please call me at 0044 (0)7825 753151. Sincerely, /s/ Lisa Hare Lisa Hare Vice President, International Talent, Learning & Organizational Effectiveness Walgreens Boots Alliance, Inc.
Ms. Kimberly Scardino Page 4 June 22, 2015 Enclosures cc: George Fairweather Kathleen Wilson-Thompson I accept the offer of employment and understand that the offer is not intended to be a guarantee of continued employment. Name: /s/ Kimberly R. Scardino Date: 6/29/2015