UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.02. | Departure of Directors or Principal Officers; Election of Directions; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers. |
On November 7, 2022, the Compensation Committee of the Board of Directors approved the fiscal 2023 performance criteria for bonuses to executive officers, with the Nominating and Governance Committee of the Board also approving the environmental and social performances criteria. Executive officers other than the Chief Executive Officer and the President are eligible to receive bonuses up to $232,000. This amount includes $80,000 based on the achievement of specified targets relating to sales and $80,000 based on the achievement of specified targets relating to pre-tax income. The potential payment attributable to each of these performance goals may be from zero to up to 120% of the award target amount, based on the level of achievement of the goal. In addition, up to $40,000 can be earned relating to environmental and social objectives: $24,000 relating to achievement of quantitative performance metrics (including metrics concerning diversity equity and inclusion, resource consumption, and other emissions and environmental-related areas); and up to $16,000 based on a discretionary assessment by the Chief Executive Officer of the officers’ environmental and social achievements (including, without limitation, progress in controlling emissions).
For fiscal 2023, the Chief Executive Officer is eligible to receive a bonus of up to $700,000. This amount includes $250,000 based on the achievement of specified targets relating to sales and $250,000 based on the achievement of specified targets relating to pre-tax income. The potential payment attributable to each of these performance goals may be from zero to up to 120% of the award target amount, based on the level of achievement of the goal. In addition, up to $100,000 can be earned relating to environmental and social objectives for achievement of quantitative performance metrics (as discussed above for executive officers).
For fiscal 2023, the President is eligible to receive a bonus of up to $464,000. This amount includes $160,000 based on the achievement of specified targets relating to sales and $160,000 based on the achievement of specified targets relating to pre-tax income. The potential payment attributable to each of these performance goals may be from zero to up to 120% of the award target amount, based on the level of achievement of the goal. In addition, up to $80,000 can be earned relating to environmental and social objectives for achievement of quantitative performance metrics (as discussed above for executive officers). See Exhibit 10.1.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits. The following exhibit is included in this report:
10.1 | Fiscal 2023 Executive Bonus Plan | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 November 9, 2022.
COSTCO WHOLESALE CORPORATION | ||
By: | /s/ John Sullivan | |
John Sullivan | ||
Executive Vice President and General Counsel |
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Exhibit 10.1
Costco Wholesale Corporation
Executive Bonus Plan
For fiscal year 2023, executive officers other than the Chief Executive Officer and the President are eligible for a bonus of up to approximately $232,000. This amount includes $80,000 based on the achievement of specified targets relating to sales and $80,000 based on the achievement of specified targets relating to pre-tax income. The potential payment attributable to each of these performance goals may be from zero to up to 120% of the award target amount, based on the level of achievement of the goal. Up to $40,000 can be earned relating to environmental and social objectives: $24,000 relating to achievement of quantitative performance metrics (including metrics concerning diversity equity and inclusion, resource consumption, and other emissions and environmental-related areas); and up to $16,000 based on a discretionary assessment by the Chief Executive Officer of the officers environmental and social achievements (including, without limitation, progress in controlling emissions).
For fiscal year 2023, the Chief Executive Officer is eligible to receive a bonus of up to $700,000. This amount includes $250,000 based on the achievement of specified targets relating to sales and $250,000 based on the achievement of specified targets relating to pre-tax income. The potential payment attributable to each of these performance goals may be from zero to up to 120% of the award target amount, based on the level of achievement of the goal. Up to $100,000 can be earned relating to environmental and social objectives for achievement of quantitative performance metrics (including metrics concerning diversity equity and inclusion, resource consumption, and other emissions and environmental-related areas).
For fiscal 2023, the President is eligible to receive a bonus of up to $464,000. This amount includes $160,000 based on the achievement of specified targets relating to sales and $160,000 based on the achievement of specified targets relating to pre-tax income. The potential payment attributable to each of these performance goals may be from zero to up to 120% of the award target amount, based on the level of achievement of the goal. In addition, up to $80,000 can be earned relating to environmental and social objectives for achievement of quantitative performance metrics (as discussed above for executive officers).
The final bonus amounts are subject to the approval of the Compensation Committee. To be eligible for the annual bonus, an individual must be employed by the Company at the time bonus checks are issued (November).
Document and Entity Information |
Nov. 07, 2022 |
---|---|
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 | Nov. 07, 2022 |
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 |
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