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The Shareholder Forumtm

independent review of issues relating to

Stock Buyback Policies


Walgreen Co.

for shareholder consideration in decisions about a

proposed merger into

Walgreens Boots Alliance, Inc.





For a printable copy of this report, click here.

Forum Report: Walgreen Stock Buybacks and Fair Investor Access


Walgreen Adoption of “Engagement” in Response to Information Requests

Walgreen’s executive vice president and chief legal officer has informed me on behalf of the chairman of the company’s board of directors, which is now advised by Wachtell Lipton,[1] that the company will not be providing any information for investor consideration of the stock buyback issues we have defined.[2] His formal letter of November 14 stated that investors may communicate with the company about these issues only privately according to a “Shareholder Engagement” process described on page 14 of their recently filed SEC Form 10-K/A.[3]

This position was restated on November 25 in reply to a letter that I had sent on November 24, in the absence of any response to repeated invitations of informal discussion, asking Walgreen “to report specifically how the company will provide the information investors need.” Encouraging their development of a process for efficient investor relations staff management, my letter had presented the Forum’s position as follows.[4]

You may assume that the Forum will respectfully support any response plans that are consistent with (a) the practices recommended earlier this year by The Conference Board’s Task Force on Corporate/Investor Engagement,[5] with which I believe your board’s advisors are familiar, (b) marketplace and regulatory requirements of corporate responsibility for non-selective, fair investor access to decision-making information, and (c) investor rights to information that could reasonably be obtained pursuant to section 7.75 of the Illinois Business Corporation Act or the similar section 220 of Delaware General Corporation Law to which you will be subject after your proposed merger. To the extent that your policies or plans vary from these standards, we will of course welcome your explanations for investor consideration.

The position taken by Walgreen’s board was naturally disappointing, especially in the context of the company’s consistently professional investor relations communications prior to the official November 14 imposition of an “engagement” playbook. I have therefore asked them, again, to reconsider their position and will of course report any response.

GL – December 1, 2014

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335






This program is open to all shareholders of Walgreen Co. (WAG) and to any fiduciaries or professionals concerned with their investment decisions. Participation is free of charge, according to the Shareholder Forum's standard Conditions of Participation.

The purpose of the program is to define issues relevant to long term shareholder interests in the proposed merger of Walgreen Co. into Walgreens Boots Alliance, Inc., and to support an impartial review and access to information required for investor consideration of the issues. As stated in the Conditions, all Forum participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants. Forum polices are intended to support anonymous communication, and provide that participants will not be identified or quoted without their explicit permission.

Information requests and suggestions of issues that may be relevant to Darden shareholder interests can be addressed to the Shareholder Forum at


The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.