Costco Wholesale Corp 8-K, filed Jan 21, 2026
Costco Wholesale Corp (COST)
8-K
2026-01-21
For: 2026-01-15
View Original
Added on
April 02, 2026
About this 8-K
Costco Wholesale Corp filed this 8-K on January 21, 2026, reporting on events of January 15, 2026.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
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 15, 2026
COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 15, 2026, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,957,682 shares of common stock entitled to be voted; 352,303,581 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 2027 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 2026;
3.The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2025 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 4, 2025; and
4.A shareholder proposal regarding greenwashing risk audit.
All items except item 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 | 271,388,023 | 15,209,023 | 394,831 | 65,311,704 | ||||||||||
| Kenneth D. Denman | 284,834,609 | 1,548,385 | 608,883 | 65,311,704 | ||||||||||
| Helena B. Foulkes | 282,748,943 | 3,468,233 | 774,701 | 65,311,704 | ||||||||||
| Hamilton E. James | 272,025,889 | 14,520,910 | 445,078 | 65,311,704 | ||||||||||
| Sally Jewell | 282,618,424 | 3,964,410 | 409,043 | 65,311,704 | ||||||||||
| Jeffrey S. Raikes | 273,652,014 | 12,901,665 | 438,198 | 65,311,704 | ||||||||||
| Gina M. Raimondo | 285,239,485 | 1,198,976 | 553,416 | 65,311,704 | ||||||||||
| John W. Stanton | 277,740,958 | 8,807,979 | 442,940 | 65,311,704 | ||||||||||
| Ron M. Vachris | 284,866,409 | 1,694,961 | 430,507 | 65,311,704 | ||||||||||
| Maggie Wilderotter | 276,414,143 | 9,947,380 | 630,354 | 65,311,704 | ||||||||||
Ratification of the Selection of Auditors:
| For | Against | Abstain | ||||||
| 335,155,664 | 16,539,396 | 608,521 | ||||||
Advisory Vote on Executive Compensation:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 251,441,227 | 34,380,984 | 1,169,666 | 65,311,704 | ||||||||
Shareholder Proposal Regarding Greenwashing Risk Audit:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 4,058,782 | 279,690,631 | 3,242,464 | 65,311,704 | ||||||||
Item 8.01. Other Events
The Board of Directors declared a quarterly cash dividend on the Company's common stock of $1.30 per share. The dividend was declared on January 15, 2026, and is payable February 13, 2026, to shareholders of record at the close of business on January 30, 2026.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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 21, 2026 | 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., January 15, 2026 - 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 $1.30 per share. The quarterly dividend is payable February 13, 2026, to shareholders of record at the close of business on January 30, 2026.
Costco currently operates 923 warehouses, including 633 in the United States and Puerto Rico, 114 in Canada, 42 in Mexico, 37 in Japan, 29 in the United Kingdom, 20 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, three in France, two in Sweden, and one each in Iceland, and New Zealand. 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 and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, 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 U.S. GAAP.
CONTACTS: Costco Wholesale Corporation
Josh Dahmen, 425/313-8254
Andrew Yoon, 425/313-6305
COST-Comp