-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OFVMM+vWoPfLmW1G7bMqkc9eQldtCNSfwWW3GJtYsbjS0g0DWjLqT2MtkJr/0Kko ynUqKG5gpjva4/5yUcJUDQ== 0000891020-05-000333.txt : 20051205 0000891020-05-000333.hdr.sgml : 20051205 20051205171359 ACCESSION NUMBER: 0000891020-05-000333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051201 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STARBUCKS CORP CENTRAL INDEX KEY: 0000829224 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 911325671 STATE OF INCORPORATION: WA FISCAL YEAR END: 1002 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20322 FILM NUMBER: 051244963 BUSINESS ADDRESS: STREET 1: P O BOX 34067 CITY: SEATTLE STATE: WA ZIP: 98124-1067 BUSINESS PHONE: 2064471575 MAIL ADDRESS: STREET 1: 2401 UTAH AVENUE SOUTH CITY: SEATTLE STATE: WA ZIP: 98134 8-K 1 v15080e8vk.htm FORM 8-K e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2005
STARBUCKS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
         
Washington
(State or Other Jurisdiction of
Incorporation or Organization) 		  0-20322
(Commission File Number) 		  91-1325671
(IRS Employer
Identification No.)
2401 Utah Avenue South
Seattle, Washington 98134
(Address of Principal Executive Offices) (Zip Code)
(206) 447-1575
(Registrant’s telephone number, including area code)
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):
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))
 
 

 

 

     
Item 5.02(b)
  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     On November 15, 2005, the Starbucks Board of Directors proposed amendments to the company’s articles of incorporation that would effect the declassification of the Board of Directors and result in the annual election of directors starting in 2007. The proposed amendments effecting the declassification are subject to, and contingent on, shareholder approval at the company’s annual meeting of shareholders to be held on February 8, 2006 (the “2006 Annual Meeting”).
     On December 1, 2005, in connection with the company’s declassification proposal, each Class 1 director nominee to be considered for election at the 2006 Annual Meeting (whose term would otherwise expire at the company’s annual of meeting of shareholders to be held in 2009, absent approval of the declassification proposal) and each current Class 3 director (whose term would otherwise expire at the company’s annual meeting of shareholders to be held in 2008, absent approval of the declassification proposal) signed the Director Resignation Agreement (the “Agreement”) which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The Class 2 directors did not sign the Agreement because their terms expire in 2007. Under the Agreement, each such director and director nominee has contractually agreed to resign without further action effective immediately prior to the company’s annual meeting of shareholders to be held in 2007, subject to shareholder approval of the declassification proposal and the filing of appropriate amendments to the company’s articles of incorporation. The purpose of the resignations reported today is simply to facilitate the transition to a declassified Board of Directors by shortening the director terms of the Class 1 and Class 3 directors and allowing all directors to be elected to one-year terms starting in 2007.
Item 9.01 Financial Statements and Exhibits.
          (c) Exhibits.
     
Exhibit No.   Description
 
10.1
  Director Resignation Agreement with all Class 1 director nominees and current Class 3 directors, dated December 1, 2005.
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  STARBUCKS CORPORATION


  
Dated: December 5, 2005      
  By:      /s/ Michael Casey    
    Michael Casey   
    executive vice president, chief financial officer and
chief administrative officer 		  
 

 

 

EXHIBIT INDEX
     
Exhibit No.   Description
 
10.1
  Director Resignation Agreement with all Class 1 director nominees and current Class 3 directors, dated December 1, 2005.

 

EX-10.1 2 v15080exv10w1.txt EXHIBIT 10.1 EXHIBIT 10.1 DIRECTOR RESIGNATION AGREEMENT This Director Resignation Agreement (the "Resignation Agreement") dated as of December 1, 2005, is entered into by and among Starbucks Corporation, a Washington corporation (the "Company"), and the undersigned, each of whom is a Class 1 director nominee or current Class 3 director of the Company (each, a "Director"). RECITALS A. Subject to and conditioned upon full execution of this Resignation Agreement, the Board of Directors of the Company (the "Board") has approved an amendment to the Company's Amended and Restated Articles of Incorporation, as amended (the "Amendment"), that would effect a declassification of the Board, and has recommended adoption of the Amendment by the shareholders at the Company's annual meeting of shareholders to be held in 2006 (the "2006 Annual Meeting"). B. If the Amendment is approved, the declassification of the Board would take effect immediately upon the filing of a certificate with the Secretary of State of the State of Washington effecting the Amendment (the "Articles of Amendment"), and all directors of the Company would become subject to election to one-year terms starting at the Company's annual meeting of shareholders to be held in 2007 (the "2007 Annual Meeting"). C. In order to facilitate the transition from classified three-year terms to non-classified one-year terms, the Board has approved this Resignation Agreement, pursuant to which each Class 1 director nominee to be elected at the 2006 Annual Meeting, and each current Class 3 director, agrees to and does hereby tender his or her resignation from the Board effective immediately prior to the 2007 Annual Meeting. NOW, THEREFORE, each Director hereby agrees as follows: AGREEMENT 1. Agreement to Resign. Subject to and conditioned upon (a) shareholder approval of the Amendment at the 2006 Annual Meeting, and (b) filing of the Articles of Amendment with the Secretary of State of the State of Washington, each Director hereby agrees to and does hereby tender his or her resignation from the Board effective immediately prior to the 2007 Annual Meeting. 2. Termination. This Resignation Agreement will automatically terminate in its entirety, and no signatory to this Resignation Agreement will have any obligation hereunder, if this Resignation Agreement is not signed by the Company and each Director by the close of business on December 1, 2005, or if the Articles of Amendment has not been filed with the Washington Secretary of State within ninety (90) days after the 2006 Annual Meeting. 3. Amendment. Any term of this Resignation Agreement may be amended or waived only with the written consent of each of (a) the Company, (b) the secretary of the Company, (c) a majority of the Class 2 directors of the Company, and (d) the Directors so affected. 4. Miscellaneous. a. This Resignation Agreement may be executed in one or more counterparts, including facsimile counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same document. b. This Resignation Agreement is governed by, and will be construed in accordance with, the laws of the State of Washington without regard to principles of conflict of laws. STARBUCKS CORPORATION By: /s/ James L. Donald -------------------------------- Name: James L. Donald Its: president and chief executive officer DIRECTORS
CLASS 1: CLASS 3: /s/ Howard P. Behar /s/ Howard Schultz - --------------------------- ---------------------- Howard P. Behar Howard Schultz /s/ James G. Shennan, Jr /s/ Barbara Bass - -------------------------- ----------------------- James G. Shennan, Jr. Barbara Bass /s/ Myron E. Ullman, III /s/ Mellody Hobson - ------------------------- ----------------------- Myron E. Ullman, III Mellody Hobson /s/ Craig E. Weatherup /s/ Olden Lee - -------------------------- ----------------------- Craig E. Weatherup Olden Lee
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