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COSTCO WHOLESALE CORP /NEW 8-K Report, Shareholder Vote Results (Jan 21, 2026)

Reports
Shareholder Matters·Other Events
Filing Date
Filed January 21, 2026
Period End
January 15, 2026
Security
COST
In the record · 2016–202610-K1210-Q328-K130

COST filed 12 annual reports (10-K), 32 quarterly reports (10-Q) and 130 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Nov ’22Nov ’22
  2. Leadership change8-K · Feb ’25Feb ’25

01—Abstract

Summary

Summary of the 8-K filed January 21, 2026. Cited figures are marked; the original filing is the authoritative source.

Costco Wholesale Corporation (COST) filed an 8-K reporting results from its January 15, 2026 Annual Meeting of Shareholders and a declared quarterly cash dividend.

Of 443,957,682 eligible shares, 352,303,581 (roughly 79%a) were voted. All ten director nominees were elected to terms ending at the 2027 annual meeting, KPMG LLP was ratified as auditor for fiscal 2026, and the advisory say-on-pay vote for fiscal 2025 executive compensation passed. The only item that failed was a shareholder proposal requesting a greenwashing risk audit, which received about 4.1 million votes for against roughly 279.7 million against, indicating strong management and board support on sustainability disclosure matters.

On the capital return front, the Board declared a quarterly cash dividend of $1.30b per share, payable February 13, 2026, to holders of record as of January 30, 2026. The filing is largely administrative and contains no new financial results, guidance, or operational metrics. The press release, attached as Exhibit 99.1, confirms Costco operates 923 warehouses across 14 countries, with 633 in the United States and Puerto Rico, and runs e-commerce sites in eight markets.

For investors, the key takeaways are the continued dividend, the clean governance outcome with strong director and say-on-pay support, and the lack of any surprises in the filing. The modest support for the greenwashing proposal may be worth monitoring as an ESG signal, but it does not appear to have affected governance or capital allocation.

02—Key points

Key Highlights

  1. Annual Meeting held January 15, 2026, with 352.3 million of 444.0 million eligible shares voted (approximately 79% turnout).
  2. All ten director nominees were elected, with most receiving over 270 million 'For' votes; the lowest support was for Susan L. Decker at roughly 271.4 million 'For' against 15.2 million 'Against'.
  3. KPMG LLP was ratified as independent auditor for fiscal year 2026 with 335.2 million votes for and 16.5 million against.
  4. Advisory say-on-pay vote on fiscal 2025 executive compensation passed with 251.4 million 'For' against 34.4 million 'Against', a lower margin than the director and auditor votes.
  5. Shareholder proposal on greenwashing risk audit failed decisively, receiving only about 4.1 million 'For' votes against roughly 279.7 million 'Against'.
  6. Board declared a quarterly cash dividend of $1.30 per share, payable February 13, 2026, to shareholders of record as of January 30, 2026.
  7. The 8-K contains no new financial results or guidance; the press release notes 923 warehouses globally, 633 of them in the United States and Puerto Rico.

03—Questions

Frequently Asked Questions

  1. What is the size and timing of Costco's latest declared dividend?

    The Board declared a quarterly cash dividend of $1.30 per share on January 15, 2026. It is payable February 13, 2026, to shareholders of record at the close of business on January 30, 2026.

  2. Did shareholders approve the executive compensation package?

    Yes. The advisory say-on-pay vote passed with 251.4 million shares voting 'For' and 34.4 million 'Against', with about 1.2 million abstentions and 65.3 million broker non-votes. The approval margin was narrower than for the directors and auditor, so compensation remains a point to watch.

  3. Who is Costco's auditor, and was the choice approved?

    KPMG LLP was ratified as independent auditor for fiscal year 2026. Shareholders cast 335.2 million votes 'For', 16.5 million 'Against', and about 0.6 million abstentions.

  4. Did the greenwashing risk audit proposal pass?

    No. The shareholder proposal received only about 4.1 million 'For' votes against roughly 279.7 million 'Against', so it failed by a wide margin. The result suggests shareholders broadly supported the board's position on this issue.

  5. Does this filing change Costco's financial outlook?

    No. The 8-K covers the annual meeting results and a routine dividend declaration. It includes no new earnings, sales, margin, or guidance information, so investors should look to Costco's periodic reports and earnings releases for financial performance updates.

04—Continue

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