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): November 7, 2022

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	COST	NASDAQ

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 5.02. 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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EX-10.1

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).

XML

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