0000902664-23-005918.txt : 20231219 0000902664-23-005918.hdr.sgml : 20231219 20231219170341 ACCESSION NUMBER: 0000902664-23-005918 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20231219 DATE AS OF CHANGE: 20231219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STARBUCKS CORP CENTRAL INDEX KEY: 0000829224 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 911325671 STATE OF INCORPORATION: WA FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20322 FILM NUMBER: 231498275 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Strategic Organizing Center CENTRAL INDEX KEY: 0002001721 ORGANIZATION NAME: IRS NUMBER: 203688367 STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 1900 L STREET, NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: (202) 721-0660 MAIL ADDRESS: STREET 1: 1900 L STREET, NW STREET 2: SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20036 DFAN14A 1 p23-2989dfan14a.htm STARBUCKS CORPORATION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

 

Filed by the Registrant o

 

Filed by a Party other than the Registrant x

 

Check the appropriate box:

 

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
x Soliciting Material Under Rule 14a-12

 

 

Starbucks Corporation

(Name of Registrant as Specified in Its Charter)

 

Strategic Organizing Center

Service Employees International Union

Mary Kay Henry

Ahmer Qadeer

Michael Zucker

Joshua Gotbaum

Maria Echaveste

Wilma B. Liebman

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 
 

Payment of Filing Fee (Check all boxes that apply):

x No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

 

 

 

 
 

 

The Strategic Organizing Center may, from time to time, disseminate the following statement or substantially similar statements to other investors of Starbucks Corporation:

 

____________

 

As you are aware, The Strategic Organizing Center (SOC) nominated three director candidates for election to the Starbucks Corporation (ticker: SBUX) Board of Directors at the SBUX 2024 Annual Meeting of Shareholders.

If you are interested in voting at the SBUX Annual Meeting, you should contact your investment team to be sure you beneficially own shares on the record date, which SBUX appears to have set for January 5, 2024  (the “Record Date”) for the 2024 annual meeting currently scheduled for March 13, 2024.  If you own shares through a custodial account at a bank or broker, your custodian or broker may have loaned your shares out in connection with a share lending agreement. You will not have the ability to vote at the SBUX Annual Meeting if your shares are on loan.

Ahead of the SBUX Record Date, you will need to make sure your shares are held in your account in a “votable”, “long” position. If you learn from your custodian bank/broker that your shares are on loan, you will need to instruct your custodian bank/broker to “recall” any of your shares that may be out on loan through a securities lending program. This recall of your shares needs to be requested and completed prior to the Record Date to retain the voting rights of your shares.

Additionally, if your shares are controlled by a third-party portfolio manager, the portfolio manager will need to instruct their custodian bank/broker to recall any shares that may be out on loan as well.

If you, your custodian, or third-party portfolio manager has any questions about this process please call our information agent, Okapi Partners LLC, at 212-297-0720 and ask for Jeremy Provost or Bruce Goldfarb.

 

 

IMPORTANT INFORMATION

The SOC, the SEIU, Mary Kay Henry, Ahmer Qadeer, Michael Zucker, Maria Echaveste, Joshua Gotbaum, and Wilma B. Liebman (collectively, the “Participants”) intend to file a definitive proxy statement and accompanying proxy card (the “Proxy Statement”) with the SEC to be used to solicit proxies in connection with the 2024 annual meeting of shareholders (the “Annual Meeting”) of Starbucks Corporation (the “Company”). All shareholders of the Company are advised to read the Proxy Statement and other documents related to the solicitation of proxies, each in connection with the Annual Meeting, by the Participants when they become available, as they will contain important information, including additional information related to the Participants. The Proxy Statement and an accompanying BLUE proxy card will be furnished to some or all of the Company’s stockholders and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov.

Information about the Participants and a description of their direct or indirect interests by security holdings or otherwise is contained in Exhibit 1 to the Schedule 14A filed by the Participants with the SEC on December 19, 2023. This document is available free of charge from the source described above.

 

 

 

 

 

EX-99 2 p23-2989exhibit1.htm EXHIBIT 1

Exhibit 1

 

 

CERTAIN INFORMATION REGARDING THE PARTICIPANTS

The Strategic Organizing Center (the “SOC”), the Service Employees International Union (the “SEIU”), Mary Kay Henry (“Ms. Henry”), Ahmer Qadeer (“Mr. Qadeer”), Michael Zucker (“Mr. Zucker”), Maria Echaveste, Joshua Gotbaum, and Wilma B. Liebman (each of the foregoing three individuals, the "Nominees," and the Nominees together with the rest of the foregoing, collectively, the “Participants”) intend to file a definitive proxy statement and accompanying proxy card (the “Proxy Statement”) with the SEC to be used to solicit proxies in connection with the 2024 annual meeting of shareholders (the “Annual Meeting”) of Starbucks Corporation (the “Company”). All shareholders of the Company are advised to read the Proxy Statement and other documents related to the solicitation of proxies, each in connection with the Annual Meeting, by the Participants when they become available, as they will contain important information, including additional information related to the Participants. The Proxy Statement and an accompanying BLUE proxy card will be furnished to some or all of the Company’s stockholders and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov.

The “participants” (as defined under Section 14(a) of the Securities Exchange Act of 1934) in the solicitation are anticipated to be the Participants listed above.

Interests by Securities Holdings or Otherwise

As of the date hereof, the SOC may be deemed to “beneficially own” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) 161.627478 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company. No other Participants beneficially own any shares of Common Stock or other securities of the Company.

Each of the SOC and the SEIU may also be deemed to have an indirect interest in the election of the Nominees to the extent that the election of one or more of the Nominees could, as the SOC and SEIU believe, result in the Company better adhering to the National Labor Relations Act and other federal labor laws with respect to employees who are attempting, or who may attempt, to obtain union representation, and result in the Company developing enhanced human capital management practices that reflect a more sustainable approach to the relationship between the Company and its employees. Ms. Henry currently serves as Chair of the Leadership Council of the SOC and International President of the SEIU, Mr. Qadeer serves as Director of Strategic Initiatives at the SEIU, and Mr. Zucker serves as Executive Director of the SOC.

Each of the Nominees has an interest in the election of directors at the Annual Meeting as a nominee standing for election to the board of directors of the Company.