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 4, 2024

COSTCO WHOLESALE CORPORATION

(Exact name of registrant as specified in its charter)

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):

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

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2024, the Compensation Committee of the Board of Directors approved the fiscal 2025 criteria for bonuses to executive officers, with the Nominating and Governance Committee of the Board also approving the environmental and social performance criteria. Executive officers other than the Chief Executive Officer are eligible to receive bonuses up to $232,000. This amount includes $80,000 based on targets relating to sales and $80,000 based on 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 target amount, based on the level of achievement. 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 2025, the Chief Executive Officer is eligible to receive a bonus of up to $700,000. This amount includes $250,000 based on targets relating to sales and $250,000 based on 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 target amount, based on the level of achievement. In addition, $100,000 can be earned relating to environmental and social objectives for achievement of quantitative performance metrics (as discussed above).

A copy of the Fiscal 2025 Executive Bonus Plan is attached as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1.    Fiscal 2025 Executive Bonus Plan.

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.

Document

Exhibit 10.1

Costco Wholesale Corporation

Fiscal 2025 Executive Bonus Plan

For fiscal year 2025, executive officers other than the Chief Executive Officer and the President are eligible for a total bonus of up to $232,000. This amount includes $80,000 based on targets relating to sales and $80,000 based on 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 target amount, based on the level of achievement. 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 2025, the Chief Executive Officer is eligible to receive a bonus of up to $700,000. This amount includes $250,000 based on targets relating to sales and $250,000 based on 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 target amount, based on the level of achievement. In addition, $100,000 can be earned relating to environmental and social objectives for achievement of quantitative performance metrics (as discussed above).

Base bonus targets are exclusive of foreign currency changes. The final bonus amounts are subject to the approval of the Compensation Committee and the Nominating and Corporate Governance Committee as to the environmental and social bonuses. To be eligible for the annual bonus, an individual must be employed by the Company at the time bonus checks are issued (November).