UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
As previously disclosed, on November 14, 2023, the putative shareholder derivative suit Vladimir Gusinsky Revocable Trust v. Pessina et al., No. 23-cv-15654 (N.D. Ill.) was stayed to permit the parties to explore the possibility of settlement. On April 10, 2024, the putative shareholder filed a motion for preliminary approval of a settlement resolving the litigation. On April 17, 2024, the court entered an order preliminarily approving the settlement. Pursuant to that preliminary approval order, Walgreens Boots Alliance, Inc. is attaching hereto as Exhibits 99.1 and 99.2, respectively, and incorporating by reference herein, (i) the Stipulation and Agreement of Settlement, dated April 10, 2024, and (ii) Notice of Pendency and Proposed Settlement of Shareholder Derivative Action and of Settlement Hearing, in the form preliminarily approved by the court on April 17, 2024.
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are included herewith:
| Exhibit |
Description | |
| 99.1 |
Stipulation and Agreement of Settlement, dated April 10, 2024 | |
| 99.2 |
Notice of Pendency and Proposed Settlement of Shareholder Derivative Action and of Settlement Hearing, preliminarily approved April 17, 2024 | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: May 1, 2024 | By: | /s/ Joseph B. Amsbary, Jr. | ||||
| Name: | Joseph B. Amsbary, Jr. | |||||
| Title: | Senior Vice President and Corporate Secretary | |||||