8-KCorporate ChangesOther EventsExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K Report, Bylaw Amendment (Apr 30, 2009)

Filed April 30, 2009For Securities:COST

Summary

Costco Wholesale Corporation (COST) filed an 8-K on April 29, 2009, reporting key updates from its Board of Directors. The filing details amendments to the company's bylaws, primarily impacting shareholder proposal submission requirements, special meeting notice procedures, and the adoption of electronic communication for notices and director consents. These changes aim to streamline corporate governance and align with current legal statutes, including Washington state law regarding shareholder consent. In addition to bylaw adjustments, the Board also declared a quarterly cash dividend and approved an increase in the dividend amount from $0.16 to $0.18 per share. This dividend payment underscores the company's continued commitment to returning value to shareholders. Investors should note these changes as they relate to corporate governance and shareholder rights, as well as the positive indication of a dividend increase.

Key Highlights

  • 1Amendments to Costco's bylaws were adopted by the Board of Directors on April 28, 2009.
  • 2Key bylaw changes include updated requirements for shareholders to present proposals.
  • 3Notice requirements for shareholders to call special meetings have been revised.
  • 4The company will now permit electronic delivery of notices to and from shareholders.
  • 5Bylaws were updated to align with Washington state law requiring unanimous shareholder consent for actions by written consent.
  • 6The Board declared a quarterly cash dividend of $0.18 per share, an increase from the previous $0.16 per share.
  • 7The dividend is payable on May 29, 2009, to shareholders of record on May 15, 2009.

Frequently Asked Questions

The bylaw amendments primarily address shareholder proposal submissions, procedures for calling special meetings, the adoption of electronic communication for notices, and alignment with Washington state law regarding shareholder consent. These changes are intended to modernize and streamline corporate governance processes.

The amendments specify the information a shareholder must provide when submitting a proposal to a shareholder meeting. While not detailed in this excerpt, it indicates a formalization of the proposal process.

The Board of Directors increased the quarterly cash dividend to $0.18 per share. This dividend will be payable on May 29, 2009, to shareholders of record as of the close of business on May 15, 2009.

Yes, the bylaws now permit the company to provide notices to shareholders electronically and allow shareholders to provide notices to the company electronically. Additionally, director consent can now be delivered electronically.