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): March 17, 2017

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

(d) On March 17, 2017, the Board of Directors elected Mr. Kenneth D. Denman as a director. He was not appointed to serve as a member of any committees of the Board. Mr. Denman’s compensation will be the standard fees paid to all non-executive board members and participation in the Company’s Seventh Amended and Restated 2002 Equity Incentive Plan. Additional information is included in the press release attached as an exhibit.

Item  9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit is included in this report:

99.1. Press release dated March 20, 2017.

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 March 20, 2017.

COSTCO WHOLESALE CORPORATION
By:	/s/ Richard A. Galanti
	Richard A. Galanti
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release    

COSTCO WHOLESALE CORPORATION ANNOUNCES

NEW BOARD MEMBER

ISSAQUAH, Wash., March 20, 2017 – Costco Wholesale Corporation (“Costco” or the “Company”) (NASDAQ: COST) today announced the election to its Board of Directors of Kenneth D. Denman. Most recently, Ken was the president and chief executive officer of Emotient, Inc., which built an artificial-intellingence based platform for measuring facial expressions to predict emotions. Emotient was acquired by Apple in January 2016. Previously he was the chief executive officer at Openwave Systems, Inc. (since renamed Unwired Planet) and iPass, Inc. He is also a member of the boards of directors of Mitek, Inc., Motorola Solutions, Inc., and ShoreTel, Inc.

Jeff Brotman, Chairman of the Board, stated: “We are very pleased to welcome Ken as a member of our Board. He is widely recognized as a pioneer and leader in technology. He brings substantial experience as a seasoned entrepreneur and chief executive and as a board member of prominent companies.”

Costco currently operates 728 warehouses, including 508 in the United States and Puerto Rico, 94 in Canada, 37 in Mexico, 28 in the United Kingdom, 25 in Japan, 13 in Korea, 13 in Taiwan, eight in Australia and two in Spain. Costco also operates electronic commerce web sites in the U.S., Canada, the United Kingdom, Mexico, Korea and Taiwan.

CONTACTS: Costco Wholesale Corporation

Richard Galanti, 425/313-8203

Bob Nelson, 425/313-8255

David Sherwood, 425/313-8239