Date of Report (Date of earliest event reported): January 19, 2023
COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)
Washington
0-20355
91-1223280
(State or other jurisdiction of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
999 Lake Drive
Issaquah, WA98027
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: 425-313-8100
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 (see General Instruction A.2. below):
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.005 per share
COST
NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders
On January 19, 2023, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,864,342 shares of common stock entitled to be voted; 350,729,670 shares were voted in person or by proxy. Shareholders voted on the following matters:
1.The election of each of the directors nominated by the Board of Directors to hold office until the 2024 Annual Meeting of Shareholders and until their successors are elected and qualified;
2.The ratification of the selection of KPMG LLP as the Company's independent auditors for fiscal year 2023;
3.The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2022 as disclosed in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on December 6, 2022;
4.The approval, on an advisory basis, of the frequency of future advisory votes on executive compensation; and
5.A shareholder proposal regarding a report on the risks of state policies restricting reproductive rights.
All items except 5 were approved. The results of the votes are set forth below:
Election of Directors
Nominees
For
Against
Abstain
Broker Non-Votes
Susan L. Decker
264,621,277
26,385,523
387,138
59,335,732
Kenneth D. Denman
274,661,110
16,234,392
498,436
59,335,732
Richard A. Galanti
267,184,808
23,796,509
412,621
59,335,732
Hamilton E. James
274,683,105
15,957,152
753,681
59,335,732
W. Craig Jelinek
286,944,505
4,042,374
407,059
59,335,732
Sally Jewell
289,126,577
1,807,594
459,767
59,335,732
Charles T. Munger
252,856,010
38,056,621
481,307
59,335,732
Jeffrey S. Raikes
236,119,403
54,766,835
507,700
59,335,732
John W. Stanton
287,321,118
3,637,774
435,046
59,335,732
Ron M. Vachris
281,133,040
9,827,889
433,009
59,335,732
Maggie Wilderotter
268,076,245
22,825,090
492,603
59,335,732
Ratification of the Selection of Auditors:
For
Against
Abstain
336,868,716
13,384,009
476,945
Advisory Vote on Executive Compensation:
For
Against
Abstain
Broker Non-Votes
277,181,009
13,280,793
932,136
59,335,732
Advisory Vote on frequency of future advisory votes on Executive Compensation:
1 Year
2 Years
3 Years
Abstain
286,446,070
635,158
3,549,363
763,347
On January 19, 2023, the Board of Directors of the Company determined that it will include annually in the proxy materials a shareholder vote on the compensation of executives until the next required shareholder vote on the frequency of shareholder votes on the compensation of executives.
Shareholder proposal regarding a report on the risks of state policies restricting reproductive rights:
For
Against
Abstain
Broker Non-Votes
37,147,295
242,150,184
12,096,459
59,335,732
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, on January 25, 2023.
COSTCO WHOLESALE CORPORATION
By:
/s/ John Sullivan
John Sullivan
Executive Vice President, General Counsel and Secretary
