UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 26, 2017

 

 

COSTCO WHOLESALE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Washington		0-20355		91-1223280
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

999 Lake Drive

Issaquah, WA 98027

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 425-313-8100

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders

On January 26, 2017, Costco Wholesale Corporation (the “Company”) held its 2017 Annual Meeting of Shareholders. There were 439,343,299 shares of common stock entitled to be voted; 370,789,269 shares were voted in person or by proxy. Shareholders voted on the following matters:

 

1.	The election of each of the four Class III directors nominated by the Board of Directors to hold office until the 2020 Annual Meeting of Shareholders and until their successors are elected and qualified;

 

2.	The ratification of the selection of KPMG LLP as the Company’s independent auditors for fiscal year 2017;

 

3.	The approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2016 as disclosed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on December 16, 2016; and

 

4.	The approval, on an advisory basis, of holding the frequency of advisory votes on executive compensation.

Proposals 1-3 were approved. For proposal 4, the one-year option was approved. The results of the votes are set forth below:

Election of Directors

 

Nominees		For				Withheld				Broker Non-Votes
Susan L. Decker			298,553,316				5,987,882				66,248,071
Richard A. Galanti			264,777,241				39,763,957				66,248,071
John W. Meisenbach			280,275,216				24,265,982				66,248,071
Charles T. Munger			261,573,513				42,967,685				66,248,071

Ratification of the Selection of Auditors

 

For		Against		Abstain		Broker Non-Votes
366,892,658		3,453,818		442,793		66,248,071

Advisory Vote on Executive Compensation

 

For		Against		Abstain		Broker Non-Votes
293,441,968		10,306,880		792,350		66,248,071

Advisory Vote on frequency of Executive Compensation

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
279,301,675		640,479		23,927,234		671,810		66,248,071

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, on February 1, 2017.

 

 

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