8-K

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

July 12, 2007
Date of Report (Date of earliest event reported)

STARBUCKS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Washington	0-20322	91-1325671
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation or Organization)		Identification No.)

2401 Utah Avenue South, Seattle, Washington 98134
(Address of principal executive offices)

(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))

Table of Contents

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 8.01 Other Events

Item 9.01 Financial Statements and Exhibits

SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 99.1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Attached hereto as Exhibit 99.1 and incorporated herein by reference is the text of a press release of Starbucks Corporation (the “Company”) dated July 17, 2007, announcing the promotion of Martin Coles, the Company’s current president, Starbucks Coffee International, to the newly created position of chief operating officer of the Company, effective September 4, 2007. The Company also announced that James C. Alling, currently president, Starbucks Coffee U.S., will replace Mr. Coles as president, Starbucks Coffee International, and that Launi Skinner, currently the Company’s senior vice president, Store Development, will be promoted and replace Mr. Alling as president, Starbucks Coffee U.S. These appointments also are effective September 4, 2007.

Biographical information for Messrs. Coles and Alling is incorporated herein by reference to the information presented in the section entitled “Executive Officers of the Registrant” in Part I of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission December 14, 2006.

Launi Skinner joined Starbucks in August 1993. Ms. Skinner has served as the Company’s senior vice president, Store Development since October 2004. From January 1999 to September 2004, she served as regional vice president for retail operations in several different zones in the western U.S. and Canada. Prior to becoming a regional vice president, she served as a market director.

The Company entered into employment letters (the “Letters”) with Messrs. Coles and Alling and Ms. Skinner on July 16, 2007. The Letters are filed with this report as Exhibits 10.1, 10.2 and 10.3 and are incorporated by reference herein. The material terms and conditions of the Letters are summarized below. These material terms and conditions were approved by the Compensation and Management Development Committee at a meeting held on July 11, 2007.

Base Pay

As the Company’s chief operating officer, Mr. Coles will be paid a base salary that annualizes to $725,000. As president, Starbucks Coffee International, Mr. Alling will continue to be paid his current base salary, which annualizes to $600,000. As president, Starbucks Coffee U.S., Ms. Skinner will be paid a base salary that annualizes to $500,000.

Bonus

For the 2008 fiscal year, Mr. Coles will be eligible to participate in the Company’s Executive Management Bonus Plan at an incentive target of 100% of his eligible base salary. Each of Mr. Alling and Ms. Skinner will be eligible to participate in the plan at an incentive target of 65% of eligible base salary for fiscal 2008.

Stock Options

In connection with their promotions, Mr. Coles and Ms. Skinner will receive one-time stock option grants with economic values of $1,085,000 and $542,500, respectively, subject to approval by the Compensation and Management Development Committee following the effective date (September 4, 2007) of their appointments in accordance with the Company’s option grant policy. Each stock option will be non-qualified and will vest in equal installments over a four-year period, beginning on the first anniversary date of the grant, subject to the recipient’s continued employment. The exercise price of each stock option will be equal to the regular trading session closing price of the Company’s common stock on the date of grant.

Deferred Compensation Plan

Each of Messrs. Coles and Alling and Ms. Skinner will continue to be eligible to participate in the Company’s Management Deferred Compensation Plan, which allows them to save on a tax-deferred basis upon meeting certain required criteria.

Executive Life Insurance

Each of Messrs. Coles and Alling and Ms. Skinner will continue to receive a partner life insurance coverage benefit paid for by the Company equal to three times annual base salary, subject to a maximum benefit of $2,000,000.

Partner Benefits

Each of Messrs. Coles and Alling and Ms. Skinner will continue to be eligible to participate in the Company’s benefits, stock and savings programs.

Non-Competition Agreements

Messrs. Coles and Alling and Ms. Skinner will continue to be bound by the terms and conditions of the non-competition agreements they entered into with the Company.

The foregoing discussion regarding Mr. Alling and Ms. Skinner is included in this Item 5.02 for convenience only, and is filed in this Current Report solely pursuant to Item 8.01, to which it is incorporated by reference.

Item 8.01 Other Events.

The discussion regarding Mr. Alling and Ms. Skinner in Item 5.02 above is hereby incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
10.1	Letter Agreement dated July 16, 2007 between Starbucks Corporation and Martin Coles
10.2	Letter Agreement dated July 16, 2007 between Starbucks Corporation and James C. Alling
10.3	Letter Agreement dated July 16, 2007 between Starbucks Corporation and Launi Skinner
99.1	Starbucks Corporation press release dated July 17, 2007

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, hereunto duly authorized.

	STARBUCKS CORPORATION
Dated: July 17, 2007	By:	/s/ Michael Casey
		Michael Casey
		executive vice president, chief financial officer and chief administrative officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement dated July 16, 2007 between Starbucks Corporation and Martin Coles
10.2	Letter Agreement dated July 16, 2007 between Starbucks Corporation and James C. Alling
10.3	Letter Agreement dated July 16, 2007 between Starbucks Corporation and Launi Skinner
99.1	Starbucks Corporation press release dated July 17, 2007

EX-10.1

Exhibit 10.1

July 16, 2007

Martin Coles
[Address]
[Address]

Dear Martin:

Thank you for your contributions to the Company’s success and congratulations on your promotion to chief operating officer reporting to me at Starbucks Coffee Company. I value your passion for the organization and look forward to you beginning your new role on September 4, 2007.

Here are the specifics of your offer:

You will be paid bi-weekly at a base salary that annualizes to $725,000. You will next be eligible for a merit increase in December 2008.

Executive Management Bonus Plan

You will continue to be eligible to participate in the Executive Management Bonus Plan. For fiscal year 2007, your bonus target will continue to be 65% of your eligible base salary and your bonus will be based on achievement of company, business unit and individual performance goals set at the beginning of fiscal 2007. For fiscal year 2008, your bonus target will be 100% of your eligible base salary. This bonus is based on achievement of company, collective business unit (i.e., the sum of all business units) and individual performance goals to be set at the beginning of fiscal 2008. We will provide you with more information about the bonus plan and a copy of the plan documents. Starbucks reserves the right to review, change, amend, or cancel incentive plans at any time.

Stock Option Grant

You will be granted stock options to purchase additional shares of Starbucks common stock with an economic value of $1,085,000 under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan, subject to formal approval by the Compensation and Management Development Committee of the Board of Directors. The exercise price of the options will be the regular trading session closing price of a share of Starbucks stock on the date of the grant. The grant date of your options will be after you assume your new role and otherwise effective in accordance with the Company’s option grant policy. The options will be non-qualified and will vest in

Martin Coles
July 16, 2007
Page 2

equal installments over a period of four (4) years, beginning on the first anniversary date of the grant, subject to your continued employment.

Management Deferred Compensation Plan

You will continue to be eligible to participate in the Management Deferred Compensation Plan (MDCP) because you are on our U.S. payroll and meet the eligibility criteria. The MDCP provides eligible partners with the opportunity to save on a tax-deferred basis. If you have questions about the MDCP, please contact the Starbucks Savings Team at savings@starbucks.com. You may obtain more information about the MDCP on the Savings link at http://LifeAt.sbux.com.

Executive Life Insurance

As an executive, you and your family have a greater exposure to financial loss resulting from your death. You will continue to receive partner life coverage equal to three times your annualized base pay, paid for by Starbucks, up to a maximum life insurance benefit of $2,000,000.

Executive Physical Exam

You will continue to be eligible to participate in Starbucks executive physical program. If you have questions about this physical, please contact Kelley Hardin at (206) 318-7756.

Benefits

To understand how your new role may affect your benefits, please contact the Starbucks Partner Contact Center at 1-866-504-7368 or your Partner Resources generalist. Please note that although it is Starbucks intent to continue these plans, they may be amended or terminated at any time without notice

Insider Trading

As an executive, with access to sensitive business and financial information about the Company, you will continue to be prohibited from trading Starbucks securities (or, in some circumstances, the securities of companies doing business with Starbucks) from time to time in accordance with the Company’s Insider Trading Policy and Blackout Procedures.

Martin Coles
July 16, 2007
Page 3

Coffee Hedging

As an officer of the Company, a member of the Coffee Management Group, or a partner involved in coffee procurement and trading on behalf of the Company, you are prohibited from trading in coffee commodity futures for your own account. If you have further questions, please contact your Partner Resources generalist.

As a condition of being promoted and in consideration for the increase in your base compensation, you are asked sign a Non-Competition Agreement. Enclosed are two copies. Please review and sign both copies of the Non-Competition Agreement and this letter, and return one copy of each document to Brenda Robinson.

In your position, you will remain employed ‘at will,’ meaning that either you or your employer can end the employment relationship at any time, for any reason not prohibited by law.

On behalf of the entire team, I wish you the best in your new role and look forward to your continued success. If you have any questions, please call me at 206-318-8575.

Warm regards,
 

/s/ Jim Donald  

Jim Donald

president & chief executive officer

Enc. Non-Competition Agreement 

I accept employment with Starbucks Corporation, and its wholly owned subsidiaries, according to the terms set forth above.

/s/ Martin Coles	July 16, 2007
Martin Coles	Date

EX-10.2

Exhibit 10.2

July 16, 2007

James Alling
[Address]
[Address]

Dear Jim:

Thank you for your contributions to the Company’s success and congratulations on your position as president, Starbucks Coffee International reporting to Martin Coles at Starbucks Coffee Company. I value your passion for the organization and look forward to you beginning your new role on September 4, 2007.

Here are the specifics of your offer:

You will continue to be paid bi-weekly at a base salary that annualizes to $600,000.

Executive Management Bonus Plan

You will continue to be eligible to participate in the Executive Management Bonus Plan, and your bonus target will continue to be 65% of your eligible base salary. For fiscal year 2007, your bonus will be based on achievement of company, business unit and individual performance goals as set at the beginning of the fiscal year. For fiscal year 2008, your bonus will be based on achievement of company, business unit and individual performance goals to be set at the beginning of fiscal 2008. We will provide you with more information about the bonus plan and a copy of the plan documents. Starbucks reserves the right to review, change, amend, or cancel incentive plans at any time.

Management Deferred Compensation Plan

You will continue to be eligible to participate in the Management Deferred Compensation Plan (MDCP) because you are on our U.S. payroll and meet the eligibility criteria. The MDCP provides eligible partners with the opportunity to save on a tax-deferred basis. If you have questions about the MDCP, please contact the Starbucks Savings Team at savings@starbucks.com. You may obtain more information about the MDCP on the Savings link at http://LifeAt.sbux.com.

James Alling
July 16, 2007
Page 2

Executive Life Insurance

As an executive, you and your family have a greater exposure to financial loss resulting from your death. You will continue to receive partner life coverage equal to three times your annualized base pay, paid for by Starbucks. You may purchase up to an additional two times your annualized base pay (for a total of five times pay) to a maximum life insurance benefit of $2,000,000.

Executive Physical Exam

You will continue to be eligible to participate in Starbucks executive physical program. If you have questions about this physical, please contact Kelley Hardin at (206) 318-7756.

Benefits

To understand how your new role may affect your benefits, please contact the Starbucks Partner Contact Center at 1-866-504-7368 or your Partner Resources generalist. Please note that although it is Starbucks intent to continue these plans, they may be amended or terminated at any time without notice

Insider Trading

As an executive, with access to sensitive business and financial information about the Company, you will continue to be prohibited from trading Starbucks securities (or, in some circumstances, the securities of companies doing business with Starbucks) from time to time in accordance with the Company’s Insider Trading Policy and Blackout Procedures.

Coffee Hedging

As an officer of the Company, a member of the Coffee Management Group, or a partner involved in coffee procurement and trading on behalf of the Company, you are prohibited from trading in coffee commodity futures for your own account. If you have further questions, please contact your Partner Resources generalist.

As a condition of your new role, you are asked sign a Non-Competition Agreement. Enclosed are two copies. Please review and sign both copies of the Non-Competition Agreement and this letter, and return one copy of each document to Brenda Robinson.

In your position, you will remain employed ‘at will,’ meaning that either you or your employer can end the employment relationship at any time, for any reason not prohibited by law.

James Alling
July 16, 2007
Page 3

On behalf of the entire team, I wish you the best in your new role and look forward to your continued success. If you have any questions, please call me at 206-318-8575.

Warm regards,
 

/s/ Jim Donald  

Jim Donald

president & chief executive officer

Enc. Non-Competition Agreement 

I accept employment with Starbucks Corporation, and its wholly owned subsidiaries, according to the terms set forth above.

/s/ James Alling	July 16, 2007
James Alling	Date

EX-10.3

Exhibit 10.3

July 16, 2007

Launi Skinner
[Address]
[Address]

Dear Launi:

Thank you for your contributions to the Company’s success and congratulations on your promotion to president, Starbucks Coffee U.S. reporting to Martin Coles at Starbucks Coffee Company. I value your passion for the organization and look forward to you beginning your new role on September 4, 2007.

Here are the specifics of your offer:

You will be paid bi-weekly at a base salary that annualizes to $500,000. You will next be eligible for a merit increase in December 2008.

Executive Management Bonus Plan

For fiscal year 2007, you will continue to be eligible to participate in the General Management Incentive Plan. Your incentive target will continue to be 40% of your eligible base salary and your bonus will be based on achievement of company, business unit and individual performance goals as set at the beginning of fiscal 2007. For fiscal year 2008, you will be eligible to participate in the Executive Management Bonus Plan. Your bonus target will be 65% of your eligible base salary. This bonus is based on achievement of company, business unit and individual performance goals to be set at the beginning of fiscal 2008. We will provide you with more information about the bonus plan and a copy of the plan documents. Starbucks reserves the right to review, change, amend, or cancel incentive plans at any time.

Stock Option Grant

You will be granted stock options to purchase additional shares of Starbucks common stock with an economic value of $542,500 under the Key Employee Sub-Plan to the 2005 Long-Term Equity Incentive Plan, subject to formal approval by the Compensation and Management Development Committee of the Board of Directors. The exercise price of the options will be the regular trading session closing price of a share of Starbucks stock on the date of the grant. The grant date of your options will be after you assume your new role and otherwise effective in accordance with the Company’s option grant policy. The options will be non-qualified and will vest in

Launi Skinner
July 16, 2007
Page 2

equal installments over a period of four (4) years, beginning on the first anniversary date of the grant, subject to your continued employment.

Management Deferred Compensation Plan

You will continue to be eligible to participate in the Management Deferred Compensation Plan (MDCP) because you are on our U.S. payroll and meet the eligibility criteria. The MDCP provides eligible partners with the opportunity to save on a tax-deferred basis. If you have questions about the MDCP, please contact the Starbucks Savings Team at savings@starbucks.com. You may obtain more information about the MDCP on the Savings link at http://LifeAt.sbux.com.

Executive Life Insurance

As an executive, you and your family have a greater exposure to financial loss resulting from your death. You will continue to receive partner life coverage equal to three times your annualized base pay, paid for by Starbucks. You may purchase up to an additional two times your annualized base pay (for a total of five times pay) to a maximum life insurance benefit of $2,000,000.

Executive Physical Exam

You will continue to be eligible to participate in Starbucks executive physical program. If you have questions about this physical, please contact Kelley Hardin at (206) 318-7756.

Benefits

To understand how your new role may affect your benefits, please contact the Starbucks Partner Contact Center at 1-866-504-7368 or your Partner Resources generalist. Please note that although it is Starbucks intent to continue these plans, they may be amended or terminated at any time without notice

Insider Trading

As an executive, with access to sensitive business and financial information about the Company, you will continue to be prohibited from trading Starbucks securities (or, in some circumstances, the securities of companies doing business with Starbucks) from time to time in accordance with the Company’s Insider Trading Policy and Blackout Procedures.

Launi Skinner
July 16, 2007
Page 3

Coffee Hedging

As an officer of the Company, a member of the Coffee Management Group, or a partner involved in coffee procurement and trading on behalf of the Company, you are prohibited from trading in coffee commodity futures for your own account. If you have further questions, please contact your Partner Resources generalist.

As a condition of being promoted and in consideration for the increase in your base compensation, you are asked sign a Non-Competition Agreement. Enclosed are two copies. Please review and sign both copies of the Non-Competition Agreement and this letter, and return one copy of each document to Brenda Robinson.

In your position, you will remain employed ‘at will,’ meaning that either you or your employer can end the employment relationship at any time, for any reason not prohibited by law.

On behalf of the entire team, I wish you the best in your new role and look forward to your continued success. If you have any questions, please call me at 206-318-8575.

Warm regards,
 

/s/ Jim Donald  

Jim Donald 

president & chief executive officer

Enc. Non-Competition Agreement 

I accept employment with Starbucks Corporation, and its wholly owned subsidiaries, according to the terms set forth above.

/s/ Launi Skinner	July 16, 2007
Launi Skinner	Date

EX-99.1

Exhibit 99.1

Contacts:
Brandon Borrman	JoAnn DeGrande
Starbucks Media Relations	Starbucks Investor Relations
(206) 318-7100	(206) 318-7893

Starbucks Poises Organization for Continued Global Growth
Strategic Realignment of Key Executives Includes
Appointment of Chief Operating Officer

SEATTLE; July 17, 2007 – With a focus on rapid global expansion, Starbucks Coffee Company (NASDAQ: SBUX) today announced the realignment of its executive management team leveraging its strength and experience to maximize operational resources and deliver a seamless, global Starbucks Experience.

The new management structure includes the appointment of Martin Coles, currently president Starbucks Coffee International, to chief operating officer, reporting directly to president and ceo, Jim Donald.

As chief operating officer, Coles will manage global operations as the Company continues its rapid growth. Coles will be responsible for United States and International store operations and store development, the Global Consumer Products Group and Supply Chain Operations.

“Martin’s promotion to chief operating officer is the natural next step in Starbucks growth as a leading international retail company. His proven expertise in global operational excellence will be invaluable as the Company continues on pace to double in size in the next four to five years,” commented Donald. “This is an important strategic appointment that will optimize operations as we continue our growth around the world.”

Coles brings significant global retail experience having served as president, Starbucks Coffee International since 2004. Prior to joining Starbucks, Coles served as president and ceo of Reebok International. His experience also includes senior management positions such as executive vice president, Nike, Inc.; senior vice president, international operations for Gateway, Inc.; and vice president, operations for one of PepsiCo, Inc.’s U.S. Bottling Operations. Coles also served in various management roles for Procter & Gamble both in the U.K. and later in the U.S.

(more)

“This management structure will allow us to leverage key learnings and best practices across the enterprise. Our goal is to ensure that the Starbucks Experience consistently exceeds expectations for every one of our customers, in every one of our stores anywhere in the world,” commented Coles, Starbucks coo designate.

Other Key Executive Appointments

As part of the realignment, other key appointments include long-time Starbucks partners Jim Alling to president, Starbucks Coffee International and Launi Skinner to president, Starbucks Coffee, U. S., who will both report directly to Coles.

Alling most recently served as president, Starbucks Coffee U.S. During 2005 and 2006, the two fiscal years he managed the Company’s largest operating unit, the U.S. business opened 2,700 stores and U.S. net revenues grew 45 percent from $4.3 billion in fiscal 2004 to $6.2 billion in fiscal 2006. Prior to his most recent role, Alling held several leadership positions in U.S. Retail including marketing, foodservice and grocery. Alling brings strong operational experience including driving the growth in the foodservice, licensed partnerships and Company-operated stores areas of the U.S. business. The presidents of the Company’s five international regions will report to Alling, providing a depth of international support and experience. Alling joined Starbucks in 1997 following a lengthy career with Nestle USA.

Skinner, who most recently served as senior vice president, Store Development, joined Starbucks in 1993. She was appointed to her most recent role in October 2004. During her tenure, she successfully strengthened the skills and expertise of the U.S. Store Development team, which allowed the Company to rapidly expand its U.S. store presence during that period. Under Skinner’s leadership, the Company grew its store portfolio and accelerated the opening of Drive-thru stores as well as the expansion into underdeveloped markets. Prior to her leadership in store development, Skinner was responsible for oversight of the Company’s largest regional operations in the Pacific Northwest as well as vice president, Starbucks Coffee Canada. Skinner will now be responsible for overseeing the U.S. business including retail and foodservice operations.

“Martin, Jim and Launi’s new roles demonstrate the depth and breadth of our management team and exemplify the internal talent that is capable of leading Starbucks growth for years to come,” said Donald.

“We see unparalleled demand for Starbucks around the world. This new infrastructure is aligned to support our continued rapid growth and is a natural evolution of the business,” said Howard Schultz, Starbucks chairman. “These key appointments will ensure that we deliver a consistent, quality coffee experience globally and position our Company for continued success.”

Coles, Alling and Skinner will transition into their new roles during the next six weeks. The new management structure will take effect September 4, 2007. As previously announced, Pete Bocian, cfo designate, will transition to cfo on October 1, 2007.

(more)

About Starbucks

Starbucks Coffee Company provides an uplifting experience that enriches people’s lives one moment, one human being, one extraordinary cup of coffee at a time. To share in the experience, visit www.starbucks.com.

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