0001193125-13-030273.txt : 20130131 0001193125-13-030273.hdr.sgml : 20130131 20130130175036 ACCESSION NUMBER: 0001193125-13-030273 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130124 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130131 DATE AS OF CHANGE: 20130130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COSTCO WHOLESALE CORP /NEW CENTRAL INDEX KEY: 0000909832 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 911223280 STATE OF INCORPORATION: WA FISCAL YEAR END: 0902 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20355 FILM NUMBER: 13560119 BUSINESS ADDRESS: STREET 1: 999 LAKE DRIVE CITY: ISSAQUAH STATE: WA ZIP: 98027- BUSINESS PHONE: 4253138100 MAIL ADDRESS: STREET 1: 999 LAKE DRIVE CITY: ISSAQUAH STATE: WA ZIP: 98027 FORMER COMPANY: FORMER CONFORMED NAME: COSTCO COMPANIES INC DATE OF NAME CHANGE: 19970401 FORMER COMPANY: FORMER CONFORMED NAME: PRICE/COSTCO INC DATE OF NAME CHANGE: 19930728 8-K 1 d476971d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 24, 2013

 

 

COSTCO WHOLESALE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Washington   0-20355   91-1223280
(State or other jurisdiction
of incorporation)		   (Commission
File No.)		   (I.R.S. Employer
Identification No.)

999 Lake Drive

Issaquah, WA 98027

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 425-313-8100

 

 

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):

 

¨ 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 5.07. Submission of Matters to a Vote of Security Holders

On January 24, 2013, Costco Wholesale Corporation (the “Company”) held its 2013 Annual Meeting of Shareholders. There were 434,824,153 shares of common stock entitled to be voted; 370,681,341 shares were voted in person or by proxy. The Company’s shareholders voted on the following matters:

 

1. The election of each of the five Class II directors nominated by the Board of Directors to hold office until the 2016 Annual Meeting of Shareholders and until their successors are elected and qualified;

 

2. The ratification of the selection of KPMG LLP as the Company’s independent auditors for fiscal year 2013;

 

3. On a non-binding basis, the approval of the executive compensation disclosed in the Company’s Proxy Statement dated December 13, 2012; and

 

4. The consideration of a shareholder proposal that the Board of Directors take all necessary steps (other than steps that must be taken by shareholders) to eliminate the classification of the Board of Directors and to require that all directors elected at or after the annual meeting held in 2014 be elected on an annual basis.

The preliminary results of the shareholder votes are set forth below:

Board of Directors.

 

Nominees

    For      Withheld      Broker Non-Votes  

Benjamin S. Carson, Sr., M.D.

      303,917,397         11,020,083         55,743,861   

William H. Gates

      309,219,995         5,717,485         55,743,861   

Hamilton E. James

      308,460,683         6,476,797         55,743,861   

W. Craig Jelinek

      305,578,253         9,359,227         55,743,861   

Jill S. Ruckelshaus

      302,268,501         12,668,979         55,743,861   

Independent Auditor

 

For

  

Against

  

Abstain

366,995,030   3,184,518   501,793

Approval, on a non-binding basis, of Executive Compensation

 

For

  

Against

  

Abstain

  

Broker Non-Votes

305,817,288   7,544,088   1,576,104   55,743,861

Shareholder Proposal

 

For

  

Against

  

Abstain

  

Broker Non-Votes

226,462,217   87,232,440   1,242,823   55,743,861

 

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SIGNATURE

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, on January 30, 2013.

 

COSTCO WHOLESALE CORPORATION

By:

  

/s/ Richard A. Galanti

  Richard A. Galanti
  Executive Vice President and Chief Financial Officer

 

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