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 12, 2011
STARBUCKS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Washington | 0-20322 | 91-1325671 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2401 Utah Avenue South, Seattle, Washington 98134
(Address of Principal Executive Offices)
(206) 447-1575
(Registrants 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:
¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 12, 2011, Sheryl Sandberg, a member of the Board of Directors of Starbucks Corporation (the Company) since 2009, notified the Board of Directors of her intention not to stand for re-election at the Companys 2012 Annual Meeting of Shareholders.
On December 14, 2011, the Companys Board of Directors increased the number of directors of the Company from 11 to 12 and elected Clara Shih to serve as a director of the Company. Ms. Shih was also appointed to serve on the Companys Nominating and Corporate Governance Committee.
Ms. Shih will participate in the standard compensation plan for non-employee directors that became effective for fiscal year 2012, including, for the directors first year on the Board, a prorated portion, based on the month the director joined the Board, of the $240,000 annual non-employee director compensation in the form of stock options or time-based restricted stock units (RSUs) or a combination thereof (as selected by the director) and, for subsequent years, annual compensation of $240,000 comprised of one or more of the following (as selected by the director each year): (i) cash (up to 50%), (ii) stock options and (iii) time-based RSUs. The initial grant of stock options and RSUs to Ms. Shih will vest on the same vesting date as the annual grants made to non-employee directors on November 14, 2011, which vesting date is November 14, 2012. A non-employee director may elect to defer receipt of shares on the vesting of RSUs pursuant to the Companys Deferred Compensation Plan for Non-Employee Directors, as such plan was filed as an exhibit in the Companys Annual Report on Form 10-K for fiscal year 2011.
There is no arrangement or understanding pursuant to which Ms. Shih was elected as a director, and there are no related party transactions between the Company and Ms. Shih that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release containing the announcement of Ms. Sandbergs resignation and Ms. Shihs election is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
Description | |
99.1 | Press release of Starbucks Corporation dated December 14, 2011 |
SIGNATURES
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.
STARBUCKS CORPORATION | ||||
Dated: December 14, 2011 | ||||
By: | /s/ Sophie Hager Hume | |||
Sophie Hager Hume | ||||
vice president, assistant general counsel and assistant secretary |
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press release of Starbucks Corporation dated December 14, 2011 |
Exhibit 99.1
Starbucks Appoints Clara Shih to Board of Directors
CEO of Hearsay Social Adds Depth to Boards Digital Strategy and Social Media Expertise
SEATTLE, December 14, 2011 - Starbucks Corporation (Nasdaq: SBUX) announced today that Clara Shih, Chief Executive Officer of Hearsay Social, provider of one of the leading enterprise social media platforms, was elected to the Starbucks Board of Directors on December 14. Shih will serve on the Boards Nominating and Corporate Governance committee.
Clara is a true technology leader and will bring fresh insight to our strong and forward-thinking Board, said Howard Schultz, chairman, president and ceo of Starbucks. We could not be more thrilled about the social-media expertise and ideas Clara will bring to our business as we continue to amplify the online experience and interactions Starbucks has with our customers, partners and communities.
Shih, 29, is a pioneer in the technology industry, as an engineer, celebrated author, thought leader and successful technology entrepreneur. Shih has been named one of FORTUNEs Most Powerful Women Entrepreneurs of 2011, one of Fast Companys Most Influential People in Technology, and one of Businessweeks Top Young Entrepreneurs. She brings a wealth of experience from previous technology, product, and marketing positions at Google, Microsoft, and Salesforce.com.
In 2007, Shih developed the first business application on Facebook called Faceconnector, and subsequently authored The New York Times bestseller, The Facebook Era: Tapping Social Networks to Market, Sell, and Innovate, which is used as a marketing textbook at Harvard Business School.
Shih holds BS and MS degrees from Stanford University, as well as an MS from Oxford. She also serves as an advisor for Good Karma (formerly Camp Amelia), a non-profit she founded which develops and funds technology education programs, curriculum, and software for developing countries in Africa and the Middle East.
I am humbled and excited to be joining the Board of Directors of one of the most admired and respected companies in the world, said Shih. I couldnt imagine a more innovative, relevant and engaged organization to be a part of and I look forward to contributing to the next phase of the companys growth.
Additionally, Sheryl Sandberg, a member of the Starbucks board since 2009, notified the company of her intention not to stand for re-election at the 2012 Annual Meeting of Shareholders. Her extensive business strategy and operational execution experience will be missed and Starbucks thanks her for her contributions over the past two years.
# # #
About Starbucks
Since 1971, Starbucks Coffee Company has been committed to ethically sourcing and roasting the highest-quality arabica coffee in the world. Today, with stores around the globe, the company is the premier roaster and retailer of specialty coffee in the world. Through our unwavering commitment to excellence and our guiding principles, we bring the unique Starbucks Experience to life for every customer through every cup. To share in the experience, please visit us in our stores or online at www.starbucks.com.
Media Contacts:
Alan Hilowitz
Starbucks Coffee Company
+1-206-318-7100
press@starbucks.com
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