UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 1, 2012
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 May 1, 2012, the Companys Board of Directors increased the number of directors of the Company from 11 to 12 and elected Robert M. Gates to serve as a director of the Company. Mr. Gates was also appointed to serve on the Companys Nominating and Corporate Governance Committee.
Mr. Gates 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). Future annual compensation will be $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 Mr. Gates will vest on November 14, 2012, the same vesting date as the annual grants made to non-employee directors on November 14, 2011. 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 Mr. Gates was elected as a director, and there are no related party transactions between the Company and Mr. Gates that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release containing the announcement of Mr. Gates 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 May 2, 2012 |
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: May 2, 2012 | ||||
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 May 2, 2012 |
Exhibit 99.1
Contacts:
Jim Olson
Starbucks Coffee Company
+1-206-318-7100
press@starbucks.com
Starbucks Appoints Former Defense Secretary Robert Gates to
Board of Directors
Presidential Medal of Freedom Recipient adds global perspective and more than
45 years of public service to Board of Directors
SEATTLE, May 2, 2012 Starbucks Corporation (NASDAQ: SBUX) announced today that Robert M. Gates, former U.S. Secretary of Defense and current chancellor of the College of William & Mary, was elected to the Starbucks Board of Directors. He will serve on the Boards Nominating and Corporate Governance Committee.
We are honored and humbled to be adding this distinguished American leader to Starbucks Board of Directors, said Howard Schultz, chairman, president and ceo. Secretary Gates has devoted his life to serving our country and our next generation of leaders and public servants. His unique global perspective and more than four decades of distinguished public service will complement and strengthen our Board as we accelerate our global growth and expand our commitment to the communities where we do business all around the world.
Secretary Gates served in numerous roles in the Executive Branch of the U.S. government for nearly half a century, culminating as Secretary of Defense from 2006 to 2011. He was the first defense secretary to serve under presidents from both political parties President George W. Bush and President Barack Obama. Upon Secretary Gates retirement in June 2011, he was presented the Presidential Medal of Freedom, the highest honor a president can bestow on a civilian.
In September 2011 he was named the 24th chancellor of the College of William & Mary. Secretary Gates also served as president of Texas A&M University between 2002 and 2006. He earned an undergraduate degree in history from the College of William & Mary, a masters degree in history from Indiana University and a doctorate in Russian and Soviet history from Georgetown University.
In addition to the Presidential Medal of Freedom, Secretary Gates is the recipient of numerous other awards and honors, including recognition as one of TIMEs Most Influential People in 2007.
I am deeply honored to have been asked to join Starbucks Board of Directors, said Secretary Gates. Starbucks is a different kind of company that is recognized around the world not only for its innovative products, customer service and business success, but more importantly for its unwavering commitment to a core set of values that put people and community first. I have Starbucks to thank for keeping me caffeinated through many long days and nights during my years in Washington and couldnt be more proud about the opportunity to play a part in helping the company navigate our increasingly complex world in the years ahead.
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.
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