Welcome to the annual meeting of stockholders of Walgreens Boots Alliance. Please note that today's meeting is being recorded. At this time, all participants will be in a listen-only mode. WBA would like to remind you that some of the comments today may contain forward-looking statements. Please refer to the Safe Harbor disclosure that is included among the meeting materials available on your screen for more information. It is my pleasure to turn the call over to your host and chairman for today's meeting, Stefano Pessina, Executive Chairman of the Board of Directors. Mr. Pessina, you may begin. Good morning, everyone. It is 8:30 A.M. Central Time on January 25, 2024. Let me welcome you to the annual meeting of stockholders of Walgreens Boots Alliance. We are holding the annual meeting virtually via audio webcast after considering a number of factors, including the cost saving and efficiency gains related to virtual annual meetings, the increased security, the allowance for greater participation by all of our stakeholders, regardless of their geographic location, and other consideration described in our proxy statement. So on behalf of the board of directors and the entire Walgreens Boots Alliance family, I want to thank you for joining us today, wherever you are located, and for your partnership and investment in our company. Please note that the archive of the webcast will be available on our investor relationship website after this meeting. The other presenters here with me are Chief Executive Officer, Tim Wentworth, and Jake Amsbary, our corporate secretary, secretary. Also attending the meetings are all of our director nominees and certain members of senior management. We are also joined by representatives of Deloitte & Touche LLP, who are present and available to answer appropriate questions that you may have of them as auditors of the company's 2023 financial statements. The inspector of election for the meeting today is from CT Hagberg LLC. Today's agenda, as well as the rules of conduct, are available in the Meeting Materials section of the virtual meeting platform. The meeting will be conducted in accordance with the agenda and those rules. At the end of the meeting, we will have a Q&A session. Stockholders of record can submit a question at any time during the meeting by typing their question into the Ask a Question field on your screen and then clicking Submit. If a stockholder would like to ask a question with regard to a proposal, please submit your question through the virtual meeting platform and indicate the proposal number to which your question relates. If time allows, questions that are not specific to an item set forth on the agenda will be addressed during the Q&A period after the business of the meeting is concluded. Our CEO, Tim Wentworth, will provide you with an update of the company after the conclusion of the business portion of today's meeting. With that, I will now call the meeting to order. Mr. Amsbary will report on the giving of notice for the meetings and the presence of the quorum. Jake? Thank you, Mr. Chairman, and welcome, everyone. Today's meeting was called by the board of directors, pursuant to a notice that we began mailing on December 8, 2023, to all stockholders of record as of the record date. A tabulation of the proxies received from stockholders indicates that a majority of the shares outstanding and entitled to vote on the record date are represented at this meeting. Therefore, Mr. Chairman, a quorum is present, the meeting is duly constituted, and the business of the meeting may proceed. Thank you, Jake. A copy of the affidavit will be filed with the records of this meeting. I now declare the polls officially open. The proposals set to be considered today are listed on the agenda and in the proxy materials previously distributed. Voting will remain open until we conclude our presentation of the matters to be voted on at this meeting. Please note, if you have already submitted your proxy, you do not need to vote today. Your shares will be voted in accordance with the directions provided in your proxy. If you have not yet submitted your vote, or if you have previously voted by proxy and would like to change your vote, you may do so by clicking on the Vote Here button. The first matter before us is the election of directors to serve for a term of one year.... for which there are 11 nominees. I am pleased to introduce each of the following nominees for election, who are all participating in the virtual meeting today. Janice Babiak, who has been a director since 2012 and is a former managing partner of Ernst & Young. Inderpal Bhandari has been a director since 2022 and is a former Global Chief Data Officer of IBM. Ginger Graham is our Lead Independent Director and has been on the board since 2010. She's also the former president and CEO of Amylin Pharmaceuticals, and most recently served as interim CEO of WBA. Brian Hanson has been a director since 2022, and he's the Chairman, President, and Chief Executive Officer of 3M Health Care Business Group. Robert Huffines is a new director nominee for the company. He recently announced his retirement as the global chairman of investment banking at JPMorgan Chase. Welcome, Mr. Huffines. Valerie Jarrett has been a director since 2020 and is the CEO of the Barack Obama Foundation. John Lederer has been a director since 2015 and is a senior advisor to Sycamore Partners. Thomas Polen has been a director since 2023 and is President, Chief Executive Officer, and Chairman of Becton, Dickinson and Company. And this is the first meeting at which he's standing for re-election. Nancy Schlichting has been a director since 2006 and is the former CEO of the Henry Ford Health System. Timothy Wentworth is the current Chief Executive Officer of Walgreens Boots Alliance and has served on the board since 2023. This also is the first meeting at which he's standing for election. And finally, myself. I have been a director since 2012, and I serve as the executive chairman of the board since 2021. I will note for the record that no other nomination for director has been properly made in advance of this meeting. So I declare the nominations for directors closed. Our board unanimously recommends a vote for each of the director nominees. The second item of business is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the 2024 fiscal year. Our board unanimously recommends a vote for this proposal. The third item of business is to approve, on an advisory basis, the compensation of our named executive officer as disclosed in the proxy statement. This is also known as a Say-On-Pay vote. Our board unanimously recommends a vote for this proposal. The fourth item of business is to approve, on an advisory basis, the frequency of future advisory vote on named executive officer, on named executive officer compensation. Our board unanimously recommend a vote for one year on this proposal. The final, five items of business are stockholder proposal. The company's response to each stockholder proposal can be found in the proxy statement. Each presenting stockholder will be given three minutes to present their proposal. The presenting stockholders will be notified when there are approximately thirty seconds remaining, so they may conclude their remarks. Stockholders should restrict their comments to the proposal before the meeting. Out of fairness to all stockholders and in accordance with the rules of conduct, if a stockholder proponent has a question for the company, those questions should be submitted through the virtual meeting platform. The first stockholder proposal was submitted by the Sisters of St. Francis of Philadelphia and will be presented by Mr. Tom McCaney. If Mr. McCaney is on the line, I will now ask the operator to unmute the line to allow him to present the proposal. Mr. McCaney, your line is now open. Good morning, Mr. Chairman, members of the board, and fellow shareholders. My name is Tom McCaney, and I'm here to present item number five on behalf of the Sisters of St. Francis of Philadelphia. This proposal requests that our company report on its efforts to educate its customers who purchase tobacco products about the environmental damage caused by improperly discarded cigarettes and related products. The Sisters of St. Francis, as well as the other co-filers, are members of the Interfaith Center on Corporate Responsibility, a coalition of over 300 global faith and values-based institutional investors, currently representing more than $4 trillion in managed assets. In its statement of opposition to this proposal, the company describes its many initiatives addressing waste management, including partnerships with government agencies and industry trade groups focused on reducing, recycling, and reusing products and materials. We applaud these efforts. However, absent from this opposition statement is any mention of cigarette waste, the most commonly littered item in the United States. The ultimate responsibility for littering lies with the person who chooses to flick their cigarette butt into the street. But as an environmentally conscious company, we believe the seller of a product so often littered has a duty to instruct its customers not only on the environmental consequences of carelessly discarding cigarettes, but also alternative, more responsible ways to dispose of the unwanted remnant of this product. Your duty is particularly relevant in light of Walgreens' decision to sell a deadly product that is antithetical to the company's mission as a healthcare retailer. Short of eliminating cigarettes and other tobacco products from your portfolio, shareholders seek genuine and creative efforts by Walgreens to provide this information directly to those that purchase and utilize this merchandise. A brief report explaining the company's targeted efforts on tobacco is requested. We ask all shareholders to vote for item number five. Thank you. Operator, please mute Mr. McCaney's line. Our board of directors has unanimously recommended that our stakeholders vote against this proposal for the reason described in our proxy statement. The second stakeholder proposal was submitted by Mr. Kenneth Steiner and will be presented by Mr. John Chevedden. If Mr. Chevedden is online, I will now ask the operator to unmute the line to allow him to present the proposal. Mr. Chevedden, your line is now open. Hello, this is John Chevedden. Proposal six, independent board chairman. Shareholders request that the board of directors adopt an enduring policy and amend the governing documents in order that two separate people hold the office of chairman and the office of the CEO. Whenever possible, the chairman of the board shall be an independent director. The board has the discretion to select a temporary chairman of the board, who is not an independent director, to serve while the board is seeking an independent chairman of the board on an accelerated basis. The chairman shall not be a former employee of the company. The roles of chairman and CEO are fundamentally different and should be held by two directors, a CEO, and a chairman, who is completely independent of the CEO and the company. The job of the CEO is to manage the company. The job of the chairman is to oversee the CEO. The board of directors said that the board's current leadership structure provides effective oversight. The objective of this proposal is to improve the effectiveness of board oversight. Improve is not the enemy of effective. There are too many challenges in today's business environment for one person to hold the two most important jobs at a company with 325,000 employees. Plus, in a recent five-year period, Walgreens' stock fell from $84-$22. Board oversight needs improvement. Please vote yes. Independent board chairman, proposal six. Thank you. Operator, please mute Mr. Chevedden's line. Our board of directors has unanimously recommended that our stakeholders vote against this proposal for the reasons described in our proxy statement. The third stakeholder proposal was submitted by Mr. John Chevedden and will be presented by Ms. Sarah Murphy. If Ms. Murphy is on the line, I will now ask the operator to unmute the line to allow her to present the proposal. Ms. Murphy, your line is now open. Thank you. We're asking the board to establish wage policies that provide workers with the minimum earnings necessary to meet a family's basic needs, referencing established living wage frameworks and timeframes for adoption.... For the diversified investors who make up a large portion of Walgreens shareholders, the cost of a financially insecure labor force and attendant inequality and racial disparity may very well outweigh any profits Walgreens receives from paying less than a living wage. Voting for item seven does not constitute a criticism of Walgreens' business decisions or workforce efforts to date. Indeed, management may believe it has a mandate to prioritize enterprise value over living wages. The requested change in base pay is intended to protect Walgreens' shareholders from a practice that focuses on Walgreens' enterprise value, but ignores broader economic concerns, despite the correlation of broad economic performance and the portfolio values of the company's diversified shareholders. Without the requested change, shareholders' portfolios will continue to absorb the costs of Walgreens' underpayment of its workers. Walgreens management demonstrates a misunderstanding of the issues the proposal raises in two essential ways. Management either doesn't comprehend or fails to acknowledge the significant differences between living wages and competitive wages. An employer can pay wages that are competitive in its industry or region and still leave its workforce impoverished. Management appears not to understand that the proposal's focus is shareholders. While Walgreens has indeed made progress in improving its team members' pay and compensation to the extent that doing so maximizes its own success, this proposal deals strictly with the economic interests of its shareholders and corporate activities that undermine those interests. Management's assertion that it already takes appropriate action to consider the issues raised in the stockholder proposal is thus manifestly false. In its opposition statement, management doesn't even address the issues raised in the proposal. Walgreens' starting pay only meets the basic needs of single, childless employees in the areas of the country with the lowest costs of living. Walgreens' base pay is far less than necessary to sustain a family of four, with both adults working full-time, even in locations with the lowest cost of living. Closing the living wage gap worldwide could generate as much as an additional $4.56 trillion yearly through increased productivity and spending, which equates to a more than 4% increase in annual GDP. Inadequate pay thus materially reduces the intrinsic value of the global economy, which in turn affects investment portfolios. Protect your portfolio by voting for item seven. Thank you. Thank you. Operator, please mute, Ms. Murphy's line. Our board of directors has unanimously recommended that our stockholders vote against this proposal for the reasons described in our proxy statement. The fourth stakeholder proposal was submitted by the National Center for Public Policy Research and will be presented by Mr. Ethan Peck. If Mr. Peck is on the line, I would now ask the operator to unmute the line to allow him to present the proposal. Mr. Peck, your line is now open. The company's opposition to our proposal for more viewpoint diversity is in and of itself, an example of the company's contempt for viewpoint diversity, further proving why our proposal is necessary. All our proposal requests is to assess the risks of Walgreens not including viewpoint or ideology in its EEO policy. The company's EEO policy states the following: "We are committed to fair and consistent treatment of all individuals without regard to race, color, gender, age, national origin, ancestry, disability, veteran status, citizenship status, religion, creed, sexual orientation, gender identity, gender expression, genetic information, or any other protected group status as defined by law." That's all great, but A, Walgreens doesn't actually abide by that, unfortunately, and B, absent from that long list of mostly immutable characteristics is the kind of diversity that matters most, the kind that's associated with character, and that is diversity of thought and view. The EEO policy then contradicts itself, stating, "We are committed to taking affirmative action to employ and advance in employment, qualified minorities, women, disabled persons, and disabled veterans." Well, the company can't have it both ways. It can't have a policy to treat people as individuals, regardless of ethnicity and sex, but then also have a policy to advance certain groups because of ethnicity and sex. Those are literal opposite policies. Additionally, last year's Supreme Court decision on affirmative action clarified that Walgreens' DEI and affirmative action policies are illegal, thereby opening up the company to potential lawsuits from employees and potential hires, which then in turn would open the company up to more lawsuits from shareholders for not serving their best interests by prioritizing wokeness over merit and law. This is all relevant because it's caused by the hard left ideological hegemony of the company, especially in the boardroom and at the executive level. It should be very easy to mitigate risks of not following simple laws and not hiring and promoting the best candidates. But when the company has been hijacked by woke radicals and cowards pretending to be woke radicals, let's not forget about them, then it becomes impossible. Then we all have to attend this charade of a shareholder meeting, pretending that the emperor has clothes on. Half the country opposes ESG, but is there a single Walgreens director in opposition to ESG? Just one. If there is, speak up. You're at this meeting too. We want to hear from you. This is why diversity of view is so important, because it protects shareholders from this nonsense, nonsense that poses all too real risks. This past year proved that beyond the doubt, when Bud Light, Disney, and Target revenue and stocks tanked in response to their hyper-partisan woke activism. If Walgreens continues along the same partisan path, then eventually the same thing will happen to Walgreens as well. The board's absolute minimum duty to shareholders is to not do that. ... Thank you. Operator, please mute Mr. Peck's line. Our board of directors has unanimously recommended that our stockholders vote against this proposal for the reasons described in our proxy statement. The final stockholder proposal was submitted by the Presbyterian Church (U.S.A.) and its co-filer, and will be presented by Ms. Katie Carter. If Mrs. Carter is on the line, I would now ask the operator to unmute the line to allow her to present the proposal. Ms. Carter, your line is now open. Good morning, Mr. Chairman, board of directors, and my fellow shareholders. My name is Katie Carter, Director of Faith-Based Investing and Shareholder Engagement with the Presbyterian Church (U.S.A.), a long-term shareholder of Walgreens stock. I hereby move item number nine on the proxy ballot, a resolution requesting that Walgreens report to shareholders on the risks and costs to the company caused by laws concerning reproductive health medications, including mifepristone, and detailing strategies that the company may deploy to mitigate these risks. Why do we believe this report is necessary? In the course of the past year, Walgreens has made various and contradictory statements about its intentions to sell or not sell mifepristone, a medication used widely for both abortion and miscarriage care. Walgreens said that it will dispense the medication where it is legal to do so, but in response to a letter from Republican state attorneys general that pledged not to carry the drug in a state where it is legal to do so, Kansas. This equivocation resulted in significant negative media attention and reputation damage, including multiple consumer boycotts and protests, and put at risk a $54 million contract with the state of California. In contrast, large competitors of Walgreens have been consistent in their position that they would seek certification to dispense mifepristone in states where it is legal. Unlike Walgreens, those competitors did not receive negative media backlash or risk the loss of major contracts because they were consistent in their messaging. The company's lack of a consistent policy on mifepristone is confusing and unclear to customers, the medical community, shareholders, and other stakeholders. The company has even failed to reply to repeated attempts by shareholders to obtain a clarification of company policy, prompting this proposal. Millions of consumers rely on Walgreens to fulfill prescription drugs. It is the second-largest supplier of prescription drugs in the country. mifepristone is a safe, heavily demanded product, used in more than half of all abortions in the U.S. Our customers deserve clarity. mifepristone is not expected to be the last drug whose legality is contested or which is considered controversial. It is therefore imperative that Walgreens provide greater explanation on how it reconciles conflicting or challenged laws affecting pharmaceutical offerings, and on how political factors may influence decisions on where the company can legally dispense medications. Further disclosure is warranted to restore confidence in how Walgreens assesses market, legal, and reputational risks when determining its pharmaceutical offerings. We therefore urge you to vote for proposal number nine on your proxy card. Thank you. Thank you. Operator, please mute Ms. Carter's line. Our board of directors has unanimously recommended that our stockholders vote against this proposal for the reason described in our proxy statement. Jake, are there any questions regarding the ninth proposal under consideration? Mr. Chairman, we received one question regarding proposal number nine, and I would refer you to the statement in opposition in the proxy statement. Okay. So as a reminder, questions regarding other matters will be addressed during the Q&A session following the conclusion of management's remarks as time allows. Thank you. This concludes the presentation of the formal agenda item for the meeting. If you have not yet voted, please do so now. Thank you, ladies and gentlemen. The polls are now closed. I would now like to recognize Mr. Amsbary to announce the preliminary voting results. Thank you, Mr. Chairman. Based on the report from the Inspector of Election, I'm pleased to report the preliminary results of the voting. With respect to nominees for directors, all director nominees have been duly elected. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2024 fiscal year has been approved. The advisory vote on named executive officer compensation has been approved, and one year has been approved with respect to the advisory vote on the frequency of Say on Pay votes. None of the stockholder proposals has received a majority of the votes cast. As the chairman stated, these are preliminary voting results, and the final results will be available after they have been certified by the Inspector of Election. They also will be publicly disclosed on a Form 8-K that will be filed with the Securities and Exchange Commission. Thank you, Jake. The 2024 Annual Meeting of Stockholders is now formally adjourned. Congratulations to each of our directors, all of whom have been duly elected at a very high percentage rate. Let me now continue by again introducing our Chief Executive Officer Tim Wentworth, who will share his reflection on the company's past fiscal year, progress on our strategic priorities, and more about the future. Thank you, Stefano, and hello, everyone. Our performance in fiscal 2023 did not reflect WBA's strong assets, brand legacy, or our commitment to our customers and patients. While sales increased 5.6% on a constant currency basis, adjusted EPS of $3.98 was down 20.3% on a constant currency basis. Our results reflected lower COVID-19 contributions and increased labor investments. These challenges were partly offset by lower incentive accruals, robust growth in our international segment with retail market share gains at Boots UK, and our overall retail performance in the U.S., despite third and fourth quarter consumer pressures. Macroeconomic conditions are clearly difficult, and I fully acknowledge the structural headwinds in our core pharmacy business and the growing pains in our healthcare segment. None of this is a surprise to me. I came to WBA eyes wide open and with a clear mandate to act, with everything on the table in terms of putting our business on the right track. Closing fiscal 2023, we began taking steps to rightsize costs and increase cash flow across the company. We are targeting $1 billion in cost savings in 2024, along with a $600 million reduction in CapEx and $500 million in working capital benefits. We have a balanced approach to capital allocation priorities. Earlier this month, we announced a 48% reduction in our quarterly dividend payment to 0.25 per share, starting in March, as an additional meaningful and necessary step to strengthen our long-term balance sheet. This action will free up capital to invest in driving sustainable growth in the pharmacy and healthcare businesses, as well as paying down debt. At the same time, we will continue to deliver a competitive yield as the board and I continue to view the dividend as a critical component to overall attractiveness of WBA to many of our shareholders. Moving into 2024, we have already executed on our plans in the first quarter, despite the challenging environment, and we also recognize there is still plenty of work to be done. Walgreens is a dependable, trusted, and convenient local healthcare destination for patients, and we have the ability and market mandate to be a valued independent partner of choice in healthcare services. We are leveraging our local presence to engage with patients across our thousands of stores and through our assets across the care continuum on behalf of payers, providers, and pharma to help them achieve their objectives at scale. In U.S. healthcare, we are working to achieve significant year-on-year profit improvement. VillageMD is rapidly realigning operating costs with sales. There are clear building blocks already in place for our evolving healthcare strategy, which we expect will position us well for long-term, profitable growth. Leading WBA is a once-in-a-lifetime opportunity at a company with a tremendous brand, legacy, and neighborhood presence. Three months into my tenure, I am even more certain of my decision. Having spent time with our team members and our business, I'm encouraged by the significant opportunity to build on our legacy pharmacy strength and our trusted brand to evolve healthcare and the customer experience. We are not pivoting away from our position as the premier neighborhood retail pharmacy, but we are instead redefining what we can do to help payers, providers, and pharma achieve their goals. Importantly, while I'm working through several leadership transitions, I have a strong team in place to drive execution, who are effectively working together to deliver for all of our stakeholders. To conclude, it is a huge privilege for me to lead such a great business and work with such a dedicated and talented team of people. Thank you, and I will now hand it back to our chairman. Thank you, Tim. We will now move into the question and answer portion of the meeting, and we'll respond to questions that were submitted to the virtual meeting platform. We will answer as many of your questions as we can in the remaining time. At this point, I would like for Tiffany Kanaga, our Vice President of Investor Relations, to read the questions that have been submitted. Tiffany? Thank you, Stefano. These several questions have been submitted. Questions and answers will be grouped by topic, and substantially similar questions will be grouped and answered once. ... For proper questions that can't be answered due to time constraints, we will post answers to representative questions on our Investor Relations website as soon as practicable after the meeting. I would refer stockholders to the rules of conduct for more information. Our first question for Tim is from an investor who would like to know why we cut the dividend. Thanks, Tiffany. As you can imagine, cutting the dividend was the result of a significant amount of consideration as we looked at the challenges and opportunities in front of us, and ultimately was one of a number of actions that we were taking to strengthen our balance sheet and provide financial flexibility for growth options in the future. We took the decision carefully and thoughtfully, and importantly, with a goal to continue to pay a very competitive dividend to our shareholders. And so again, from our perspective, we believe it gives us both greater strength to move forward and the opportunity to invest in opportunities as they come our way. Our next question for Tim is from an investor who is asking if the wars in Ukraine or Israel have affected the company in a material way? Thank you for that question. They have affected so many people in so many ways. In our company's case, there has not been a material impact per se, although certainly we have seen some pricing through the supply chain, represent sort of some of the challenges that are created for, for not just us, as it relates to the cost of some goods. But, I wouldn't have said material, and I would have said, thankfully not, in any direct way. Our next question, also for Tim, is asking if the performance of the previously acquired Rite Aid stores is better or worse than our other stores. We're very pleased with the results of the 2017 acquisition of those stores. We don't actually break out the performance of any particular group of stores that we would acquire or that we would, we would build, other than again to say that that we're very pleased with with the results of that. Our next question for Stefano comes from an investor asking if Walgreens expects to name new directors in 2024. Well, we have just nominated Robert Huffines, so we have already done it. Our final question for Stefano is from an investor asking if the board will consider a minimum shareholder requirement for board members. We have non-employee stock ownership guidelines described on page 56 of our Proxy Statement. Non-employee directors are required to accumulate shares of our common stock that equal the lesser of 20,000 shares, and the number of shares valued at three times such director's total annual cash and equity compensation for the board service. This ensures that directors are aligned with the stockholders. All directors have either met the guidelines, the guidelines or in the five-year transition period, in our guidelines now or in the five-year transition period in our guidelines. So all the directors are abiding by this rule. Thank you. That concludes our Q&A. Okay. So thank you, thank you for being here today. This is all the time we have for questions. As Tiffany mentioned, for proper questions that could not be answered due to the time constraints, management will post answers to a representative set of questions on the Investor Relations website as soon as practicable after this meeting. Thank you for your continued trust in Walgreens Boots Alliance. This concludes the 2024 Annual Meeting of Stockholders of Walgreens Boots Alliance. Thank you for attending today's presentation. You may now disconnect your lines.