8-KShareholder MattersOther EventsExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K Report, Shareholder Vote Results (Jan 31, 2011)

Filed January 31, 2011For Securities:COST

Summary

This Form 8-K filing by Costco Wholesale Corporation details the outcomes of its 2011 Annual Meeting of Shareholders held on January 27, 2011. Key information for investors includes the overwhelming approval of the Board of Directors nominees and the ratification of KPMG LLP as the independent auditor for fiscal year 2011. Additionally, shareholders provided advisory approval for executive compensation, with a strong preference for an annual advisory vote on executive compensation going forward. The filing also announced a quarterly cash dividend of $0.205 per share, payable on February 25, 2011, to shareholders of record on February 11, 2011. This dividend declaration highlights the company's continued commitment to returning value to its shareholders.

Key Highlights

  • 1All four Class III directors nominated by the Board were overwhelmingly elected, indicating shareholder confidence in current leadership.
  • 2KPMG LLP was ratified as Costco's independent auditor for fiscal year 2011 with a significant majority of votes.
  • 3Shareholders provided advisory approval for the executive compensation disclosed in the Company's December 13, 2010, Proxy Statement.
  • 4A majority of shareholders voted for an annual advisory vote on executive compensation, indicating a preference for more frequent shareholder input on this matter.
  • 5The Board of Directors will hold an annual advisory vote on executive compensation until the next required shareholder vote on frequency.
  • 6A quarterly cash dividend of $0.205 per share was declared, payable on February 25, 2011.

Frequently Asked Questions

The main topics voted on were the election of four Class III directors, the ratification of KPMG LLP as the independent auditor, an advisory approval of executive compensation, and the frequency of the advisory vote on executive compensation.

All four nominated Class III directors were elected by a substantial majority of the votes cast, with significant support from shareholders. This suggests strong confidence in the current board.

The advisory vote allows shareholders to express their opinion on the company's executive compensation practices. While non-binding, a strong vote of approval or disapproval can influence the Board's future compensation decisions. In this case, shareholders approved the disclosed compensation on an advisory basis.

Shareholders voted for an annual advisory vote on executive compensation, and the Board of Directors has decided to implement this frequency. Therefore, an advisory vote on executive compensation will be included in proxy materials annually until the next required shareholder vote on frequency.

Yes, the Board of Directors declared a quarterly cash dividend of $0.205 per share. This dividend is payable on February 25, 2011, to shareholders of record as of February 11, 2011.