Costco Wholesale Corp 8-K, filed Jan 28, 2020
Costco Wholesale Corp (COST)
About this 8-K
Costco Wholesale Corp filed this 8-K on January 28, 2020, reporting on events of January 22, 2020.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On January 22, 2020, Costco Wholesale Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 441,784,433 shares of common stock entitled to be voted; 359,036,612 shares were voted in person or by proxy. Shareholders voted on the following matters:
| 1. | The election of each of the four 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 2020; |
| 3. | The approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2019 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 10, 2019; |
| 4. | Approval to amend the Articles of Incorporation to permit removal of directors without cause; |
| 5. | A shareholder proposal regarding a director skills matrix and disclosure of board ideology. |
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 |
|||||||||
| Susan L. Decker |
286,299,043 |
10,279,137 |
62,458,432 |
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| Richard A. Galanti |
279,535,213 |
17,042,967 |
62,458,432 |
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| Sally Jewell |
295,564,106 |
1,014,074 |
62,458,432 |
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| Charles T. Munger |
282,665,971 |
13,912,209 |
62,458,432 |
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Ratification of the Selection of Auditors
| For |
Against |
Abstain | ||
| 353,188,495 |
5,300,606 |
547,511 |
Advisory Vote on Executive Compensation
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 286,426,908 |
9,377,518 |
773,754 |
62,458,432 |
Approval to amend the Articles of Incorporation to permit removal of directors without cause
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 294,219,685 |
1,704,912 |
653,583 |
62,458,432 |
Shareholder Proposal regarding a director skills matrix and disclosure of board ideology
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 4,222,775 |
289,623,523 |
2,731,882 |
62,458,432 |
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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 January 28, 2020.
| COSTCO WHOLESALE CORPORATION | ||
| By: |
/s/ John Sullivan | |
| John Sullivan | ||
| Senior Vice President, General Counsel and Secretary | ||
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