8-KShareholder MattersOther EventsExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K Report, Shareholder Vote Results (Jan 31, 2014)

Filed January 31, 2014For Securities:COST

Summary

Costco Wholesale Corporation (COST) filed an 8-K on January 30, 2014, reporting on its 2014 Annual Meeting of Shareholders held on January 29, 2014. Key outcomes include the re-election of four Class III directors and the ratification of KPMG LLP as the independent auditor for fiscal year 2014. Shareholder approval was also given for the advisory vote on executive compensation for fiscal year 2013. However, a shareholder proposal to change certain voting requirements and a proposal to amend the Articles of Incorporation regarding director election methods did not receive the necessary shareholder approval. Additionally, the Board of Directors declared a quarterly cash dividend of $0.31 per share, payable on February 28, 2014.

Key Highlights

  • 1Four Class III directors were re-elected to hold office until the 2017 Annual Meeting of Shareholders.
  • 2Shareholders ratified the appointment of KPMG LLP as the independent auditor for fiscal year 2014.
  • 3The advisory resolution to approve the compensation of executive officers for fiscal year 2013 passed.
  • 4A shareholder proposal to eliminate supermajority voting requirements did not pass.
  • 5A proposal to amend the Articles of Incorporation to change the director election method failed to achieve the required two-thirds majority vote.
  • 6A quarterly cash dividend of $0.31 per share was declared, payable on February 28, 2014.

Frequently Asked Questions

The main outcomes were the re-election of four directors, ratification of KPMG LLP as auditors, approval of executive compensation on an advisory basis, and the failure of two shareholder proposals related to voting requirements and director election methods. A quarterly dividend was also declared.

No, while the election of directors, auditor ratification, and executive compensation received shareholder approval, two specific proposals concerning changes to voting requirements and the method of electing directors did not pass.

Costco declared a quarterly cash dividend of $0.31 per share. This dividend is payable on February 28, 2014, to shareholders of record as of the close of business on February 14, 2014.

Out of 439,721,762 shares of common stock entitled to vote, 369,970,395 shares were voted in person or by proxy, representing a significant level of shareholder participation.