Form 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): January 30, 2018

 

 

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))

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 30, 2018, Costco Wholesale Corporation (the “Company”) held its Annual Meeting of Shareholders. There were 439,184,698 shares of common stock entitled to be voted; 371,419,587 shares were voted in person or by proxy. Shareholders voted on the following matters:

 

1. The election of each of the three Class I directors nominated by the Board of Directors to hold office until the 2021 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 2018;

 

3. The approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2017 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 15, 2017;

 

4. A shareholder proposal regarding simple majority vote; and

 

5. A shareholder proposal regarding prison labor.

All items except Item 5 were approved. The results of the votes are set forth below:

Election of Directors

 

Nominees

   For      Withheld      Broker Non-Votes  

Kenneth D. Denman

     296,798,370        2,054,920        72,566,297  

W. Craig Jelinek

     295,608,006        3,245,284        72,566,297  

Jeffrey S. Raikes

     289,836,230        9,017,060        72,566,297  

Ratification of the Selection of Auditors

 

For

 

Against

 

Abstain

    

366,454,606

  4,384,054   580,927   

Advisory Vote on Executive Compensation

 

For

 

Against

 

Abstain

 

Broker Non-Votes

287,299,053

  10,797,451   756,786   72,566,297

Shareholder Proposal Regarding Simple Majority Vote

 

For

 

Against

 

Abstain

 

Broker Non-Votes

258,537,434

  39,262,080   1,053,776   72,566,297

Shareholder Proposal Regarding Prison Labor

 

For

 

Against

 

Abstain

 

Broker Non-Votes

13,990,990

  276,231,436   8,630,864   72,566,297

 

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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 February 5, 2018.

 

COSTCO WHOLESALE CORPORATION
By:   /s/ Richard A. Galanti
 

Richard A. Galanti

Executive Vice President and Chief Financial

Officer

 

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