Form 8-K - Current report

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): January 18, 2024

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 $.005 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 5.07. Submission of Matters to a Vote of Security Holders

On January 18, 2024, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,830,261 shares of common stock entitled to be voted; 349,875,734 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 2025 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 2024;

3.The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2023 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 7, 2023; and

4.A shareholder proposal concerning fiduciary carbon-emission relevance report.

All items except 4 were approved. The results of the votes are set forth below:

Election of Directors


Nominees	For	Against	Abstain	Broker Non-Votes
Susan L. Decker	276,514,711	13,022,702	340,703	59,997,618
Kenneth D. Denman	280,951,769	8,536,480	389,867	59,997,618
Helena B. Foulkes	288,727,549	795,960	354,607	59,997,618
Richard A. Galanti	265,099,771	24,428,113	350,232	59,997,618
Hamilton E. James	270,884,767	18,314,000	679,349	59,997,618
W. Craig Jelinek	279,194,861	10,354,740	328,515	59,997,618
Sally Jewell	285,862,191	3,686,225	329,700	59,997,618
Jeffrey S. Raikes	265,742,092	23,709,704	426,320	59,997,618
John W. Stanton	283,533,310	5,959,091	385,715	59,997,618
Ron M. Vachris	284,808,955	4,719,117	350,044	59,997,618
Maggie Wilderotter	279,916,125	9,609,714	352,277	59,997,618

Ratification of the Selection of Auditors:


For	Against	Abstain
335,459,386	13,924,221	492,127

Advisory Vote on Executive Compensation:


For	Against	Abstain	Broker Non-Votes
272,952,384	15,719,025	1,206,707	59,997,618

Shareholder proposal concerning fiduciary carbon-emission relevance report:


For	Against	Abstain	Broker Non-Votes
5,557,589	280,253,734	4,066,793	59,997,618

Item 8.01. Other Events

The Board of Directors declared a quarterly cash dividend on the Company's common stock. The dividend of $1.02 per share declared on January 18, 2024, is payable February 16, 2024, to shareholders of record at the close of business on February 2, 2024.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1. Press Release dated January 18, 2024.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


	COSTCO WHOLESALE CORPORATION

Dated: January 22, 2024	By:	/s/ John Sullivan
		John Sullivan
		Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

Press Release

COSTCO WHOLESALE CORPORATION ANNOUNCES QUARTERLY CASH DIVIDEND

ISSAQUAH, Wash., Jan. 18, 2024 (GLOBE NEWSWIRE) -- Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced that its Board of Directors has declared a quarterly cash dividend on Costco common stock of $1.02 per share. The quarterly dividend is payable February 16, 2024, to shareholders of record at the close of business on February 2, 2024.

Costco currently operates 872 warehouses, including 600 in the United States and Puerto Rico, 108 in Canada, 40 in Mexico, 33 in Japan, 29 in the United Kingdom, 18 in Korea, 15 in Australia, 14 in Taiwan, six in China, four in Spain, two in France, and one each in Iceland, New Zealand and Sweden. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan and Australia.

Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs), energy and certain commodities, geopolitical conditions (including tariffs and the Ukraine conflict), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, public-health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with GAAP.

CONTACTS: Costco Wholesale Corporation

Richard Galanti, 425/313-8203

David Sherwood, 425/313-8239

Josh Dahmen, 425/313-8254

COST-Comp

Cover	Jan. 18, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000909832
Document Type	8-K
Document Period End Date	Jan. 18, 2024
Entity Incorporation, State or 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
Title of 12(b) Security	Common Stock, par value $.005 per share
Trading Symbol	COST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Registrant Name	COSTCO WHOLESALE CORP /NEW