UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File No. ) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s 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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On January 21, 2020, Costco Wholesale Corporation (the “Company”) held its Annual Meeting of Shareholders. There were 442,955,229 shares of common stock entitled to be voted; 358,019,124 shares were voted in person or by proxy. Shareholders voted on the following matters:
| 1. | The election of each of the seven directors nominated by the Board of Directors to hold office until the 2022 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 2021; and |
| 3. | The approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2020 as disclosed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on December 10, 2020; |
All items were approved. The results of the votes are set forth below:
Election of Directors:
| Nominees |
For | Withheld | Broker Non-Votes | |||||||||
| Susan L. Decker |
280,039,108 | 12,988,727 | 64,991,289 | |||||||||
| Kenneth D. Denman |
290,796,981 | 2,230,854 | 64,991,289 | |||||||||
| Richard A. Galanti |
270,933,440 | 22,094,395 | 64,991,289 | |||||||||
| W. Craig Jelinek |
288,767,038 | 4,260,797 | 64,991,289 | |||||||||
| Sally Jewell |
289,573,871 | 3,453,964 | 64,991,289 | |||||||||
| Charles T. Munger |
262,300,886 | 30,726,949 | 64,991,289 | |||||||||
| Jeffrey S. Raikes |
283,009,272 | 10,018,563 | 64,991,289 | |||||||||
Ratification of the Selection of Auditors:
| For |
Against |
Abstain |
||||
| 351,816,445 |
5,702,835 | 499,844 |
Advisory Vote on Executive Compensation:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 279,362,438 |
12,792,584 | 872,813 | 64,991,289 |
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 26, 2021.
| COSTCO WHOLESALE CORPORATION | ||
| By: | /s/ John Sullivan | |
| John Sullivan | ||
| Senior Vice President, General Counsel and Secretary | ||
Document and Entity Information |
Jan. 21, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | COSTCO WHOLESALE CORP /NEW |
| Amendment Flag | false |
| Entity Central Index Key | 0000909832 |
| Document Type | 8-K |
| Document Period End Date | Jan. 21, 2021 |
| Entity Incorporation State Country Code | WA |
| Entity File Number | 0-20355 |
| Entity Tax Identification Number | 91-1223280 |
| Entity Address, Address Line One | 999 Lake Drive |
| Entity Address, City or Town | Issaquah |
| Entity Address, State or Province | WA |
| Entity Address, Postal Zip Code | 98027 |
| City Area Code | 425 |
| Local Phone Number | 313-8100 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $.01 per share |
| Trading Symbol | COST |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |