8-KCorporate ChangesExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K Report, Bylaw Amendment (Aug 24, 2010)

Filed August 24, 2010For Securities:COST

Summary

Costco Wholesale Corporation (COST) filed an 8-K on August 24, 2010, to report an amendment to its bylaws, effective August 23, 2010. This amendment introduces a "majority vote" provision for uncontested director elections. Under the new bylaw, if a nominee for director in an uncontested election receives more "withhold" votes than "for" votes, that nominee must offer their resignation. A committee of independent directors, not facing an election themselves, will review the resignation offer and publicly report on the action taken. This change aims to enhance corporate governance and shareholder accountability by providing a clearer mechanism for addressing director performance as perceived by shareholders, particularly in situations where a nominee fails to garner majority support.

Key Highlights

  • 1Effective August 23, 2010, Costco adopted amendments to its corporate bylaws.
  • 2The key amendment pertains to director elections in uncontested situations.
  • 3A "majority vote" standard is now in effect for uncontested director nominees.
  • 4If a nominee receives more "withhold" votes than "for" votes, they must tender their resignation.
  • 5An independent committee of directors will review resignation offers.
  • 6The committee's decision regarding resignation offers will be publicly reported.
  • 7This change enhances shareholder input and director accountability.

Frequently Asked Questions

The main purpose of this filing is to inform investors about an amendment to Costco's corporate bylaws, specifically regarding the voting standards for director elections in uncontested scenarios.

The new bylaw mandates that if a director nominee in an uncontested election receives more "withhold" votes than "for" votes, the nominee must offer their resignation to the Board of Directors.

A committee comprised of independent directors, whose own elections are not at issue, will review the resignation offer and make a determination on the appropriate action to be taken. This decision will then be publicly reported.

This change is significant as it provides a more direct mechanism for shareholders to express dissatisfaction with director performance in uncontested elections. It strengthens corporate governance by increasing director accountability to the shareholders.