UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
On January 20, 2022, Costco Wholesale Corporation (the “Company”) held its Annual Meeting of Shareholders. There were 443,434,322 shares of common stock entitled to be voted; 344,425,883 shares were voted in person or by proxy. Shareholders voted on the following matters:
| 1. | The election of each of the directors nominated by the Board of Directors to hold office until the 2023 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 2022; |
| 3. | The approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2021 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, 2021; |
| 4. | A shareholder proposal regarding charitable giving reporting; |
| 5. | A shareholder proposal regarding the adoption of GHG emissions reduction targets; and |
| 6. | A shareholder proposal regarding report on racial justice and food equity. |
All items except 4 and 6 were approved. The results of the votes are set forth below:
Election of Directors
| Nominees |
For |
Against |
Abstain |
Broker Non-Votes | ||||||||||
| Susan L. Decker |
258,387,497 | 27,357,545 | 418,974 | 58,261,867 | ||||||||||
| Kenneth D. Denman |
279,424,861 | 6,275,233 | 463,922 | 58,261,867 | ||||||||||
| Richard A. Galanti |
262,118,618 | 23,189,011 | 856,387 | 58,261,867 | ||||||||||
| Hamilton E. James |
268,725,647 | 16,894,467 | 543,902 | 58,261,867 | ||||||||||
| W. Craig Jelinek |
281,852,335 | 3,854,158 | 457,523 | 58,261,867 | ||||||||||
| Sally Jewell |
284,114,884 | 1,625,826 | 423,306 | 58,261,867 | ||||||||||
| Charles T. Munger |
243,710,075 | 41,974,029 | 479,912 | 58,261,867 | ||||||||||
| Jeffrey S. Raikes |
231,543,000 | 54,125,557 | 495,459 | 58,261,867 | ||||||||||
| John W. Stanton |
281,849,915 | 3,822,586 | 491,515 | 58,261,867 | ||||||||||
| Maggie Wilderotter |
224,658,142 | 60,999,558 | 506,316 | 58,261,867 | ||||||||||
Ratification of the Selection of Auditors:
| For |
Against |
Abstain | ||
| 336,032,085 | 7,829,768 | 564,030 |
Advisory Vote on Executive Compensation:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 272,585,623 | 12,617,670 | 960,723 | 58,261,867 |
Shareholder proposal regarding charitable giving reporting:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 9,012,629 | 275,313,891 | 1,837,496 | 58,261,867 |
Shareholder proposal regarding the adoption of GHG emissions reduction targets:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 190,706,448 | 81,938,063 | 13,519,505 | 58,261,867 |
Shareholder proposal regarding report on racial justice and food equity:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 47,223,921 | 225,319,348 | 13,620,747 | 58,261,867 |
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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 25, 2022.
| COSTCO WHOLESALE CORPORATION | ||
| By: | /s/ John Sullivan | |
| John Sullivan | ||
| Executive Vice President, General Counsel and Secretary | ||
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