Attached files
| file | filename |
|---|---|
| EX-99.1 - WALGREEN CO. EXECUTIVE STOCK OPTION PLAN - WALGREEN CO | wagstockoptionplan.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 13, 2010
WALGREEN
CO.
(Exact
name of registrant as specified in its charter)
|
Illinois
|
1-604
|
36-1924025
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
200
Wilmot Road, Deerfield, Illinois
|
60015
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (847) 940-2500
Not
Applicable
(Former
name or former address, if changed since last report)
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Walgreen
Co. (the “Company”) held its Annual Meeting of Shareholders on January 13,
2010. At the Annual Meeting, the shareholders of the Company voted to
approve the amended and restated Walgreen Co. Executive Stock Option Plan (the
“Plan”). The material changes reflected in the amended and restated
Plan are as follows:
|
·
|
The
number of shares of the Company’s common stock authorized for issuance
under the Plan was increased by 25,000,000 to
63,400,000.
|
|
·
|
The
term of the Plan was extended for 10 years from the date of shareholder
approval – through January 13,
2020.
|
|
·
|
The
Plan’s eligibility provision was expanded to cover employees at all levels
at the discretion of the Compensation Committee of the Board of
Directors. Previously, the Plan was only applicable to
employees at or above a specified management-level salary
grade.
|
|
·
|
The
delegation authority of the Compensation Committee was expanded to permit
delegation to the Company’s management of the authority to grant stock
options to employees below the senior executive
level.
|
The Plan,
as amended and restated, is filed as Exhibit 99.1 to this Current
Report.
|
Item
8.01
|
Other
Events.
|
At the
Annual Meeting, the shareholders voted on the following proposals:
1. The
shareholders voted for election of the following directors to serve until the
next annual meeting or until their successors are elected and
qualified:
|
Votes
For
|
Votes
Withheld
|
||
|
Steven
A. Davis
|
679,938,746
|
7,547,995
|
|
|
William
C. Foote
|
638,719,508
|
48,767,234
|
|
|
Mark
P. Frissora
|
680,465,719
|
7,021,022
|
|
|
Alan
G. McNally
|
676,131,140
|
11,355,601
|
|
|
Nancy
M. Schlichting
|
647,174,974
|
40,311,767
|
|
|
David
Y. Schwartz
|
675,960,726
|
11,526,015
|
|
|
Alejandro
Silva
|
675,825,323
|
11,661,418
|
|
|
James
A. Skinner
|
635,815,876
|
51,670,866
|
|
|
Gregory
D. Wasson
|
680,134,706
|
7,352,035
|
There
were 161,499,251 broker non-votes on this proposal.
2. The
proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s
independent registered public accounting firm was approved by a vote of
827,824,640 for, 17,527,091 against and 3,634,260 abstentions.
3. The
proposal to amend and restate the Walgreen Co. Executive Stock Option Plan was
approved by a vote of 608,877,747 for, 72,324,681 against, 6,280,850 abstentions
and 161,502,713 broker non-votes.
4. The
shareholder proposal on a policy to change each voting requirement in the
Company’s charter and by-laws to a simple majority vote was approved by a vote
of 506,066,926 for, 175,395,390 against, 6,011,077 abstentions and 161,512,598
broker non-votes.
2
5. The
shareholder proposal on a policy that a significant portion of future stock
option grants to senior executives should be performance-based was not
approved. There were 292,254,821 votes for, 380,969,102 votes
against, 14,255,402 abstentions and 161,506,666 broker non-votes.
6. The
shareholder proposal on a written report on charitable donations was not
approved. There were 42,464,856 votes for, 525,104,331 votes against,
119,911,473 abstentions and 161,505,331 broker non-votes.
Item
9.01 Financial
Statements and Exhibits.
The
following exhibit is being filed as part of this Form 8-K:
|
Exhibit Number
|
Exhibit Title
|
|
|
99.1
|
Walgreen
Co. Executive Stock Option Plan (as amended and restated effective January
13, 2010).
|
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.
|
WALGREEN
CO.
|
|||
|
Date:
January 20, 2010
|
By:
|
/s/ Dana I. Green | |
|
Name:
Dana I. Green
|
|||
|
Title:
Executive Vice President, General Counsel and Corporate
Secretary
|
|||
3
EXHIBIT
INDEX
|
Exhibit Number
|
Exhibit Title
|
|
|
99.1
|
Walgreen
Co. Executive Stock Option Plan (as amended and restated effective January
13, 2010).
|