8-KLeadership ChangesExhibits & Filings

COSTCO WHOLESALE CORP /NEW 8-K Report, Executive Changes (Nov 9, 2022)

Filed November 9, 2022For Securities:COST

Summary

Costco Wholesale Corporation (COST) filed an 8-K on November 8, 2022, detailing the fiscal year 2023 executive bonus performance criteria approved by the Compensation Committee of the Board of Directors. This filing outlines the structure and targets for executive compensation, emphasizing performance-based incentives tied to key financial and non-financial metrics. The company is reinforcing its commitment to aligning executive rewards with strategic objectives such as sales growth, profitability, and environmental, social, and governance (ESG) initiatives. The approved criteria indicate a multi-faceted bonus structure for its top executives, including the CEO, President, and other executive officers. A significant portion of potential bonuses is linked to achieving specific sales and pre-tax income targets, with payouts ranging from zero to 120% of the target amount based on performance levels. Additionally, a component of the bonus is now tied to environmental and social objectives, reflecting a growing emphasis on ESG factors within the company's compensation strategy. This approach aims to motivate leadership to drive both financial success and responsible corporate citizenship.

Key Highlights

  • 1Fiscal 2023 executive bonus criteria approved by the Compensation Committee.
  • 2Bonuses are tied to specific performance targets for sales and pre-tax income.
  • 3Potential bonus payments can range from zero to 120% of the target award based on achievement.
  • 4Executive officers (excluding CEO and President) are eligible for bonuses up to $232,000.
  • 5CEO is eligible for a bonus up to $700,000, with $250,000 tied to sales and $250,000 to pre-tax income targets.
  • 6President is eligible for a bonus up to $464,000, with $160,000 tied to sales and $160,000 to pre-tax income targets.
  • 7A portion of executive bonuses is now linked to environmental and social objectives, including diversity, equity, inclusion, and resource management.

Frequently Asked Questions

This 8-K filing details the performance criteria that have been established for executive bonuses for the fiscal year 2023. It outlines how executive compensation will be determined based on achieving specific financial and non-financial goals.

Executive compensation, specifically bonuses, is structured around three main areas: achievement of sales targets, achievement of pre-tax income targets, and achievement of environmental and social objectives. The payout for sales and pre-tax income targets can range from zero to 120% of the target award.

For fiscal year 2023, the CEO is eligible for a bonus of up to $700,000, with $250,000 tied to sales and $250,000 to pre-tax income targets. The President is eligible for a bonus of up to $464,000, with $160,000 tied to sales and $160,000 to pre-tax income targets. Both also have components tied to environmental and social objectives.

No, this filing (Item 5.02) pertains to the *compensation arrangements* for executive officers and directors, specifically the performance criteria for fiscal year 2023 bonuses. It does not announce any departures, elections, or appointments of directors or principal officers.