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 29, 2016

 

 

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 29, 2016, Costco Wholesale Corporation (the “Company”) held its 2016 Annual Meeting of Shareholders. There were 439,777,272 shares of common stock entitled to be voted; 372,058,220 shares were voted in person or by proxy. Shareholders voted on the following matters:

 

1.	The election of each of the four Class II directors nominated by the Board of Directors to hold office until the 2019 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 2016;

 

3.	The approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2015 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 18, 2015; and

 

4.	Consideration of a shareholder proposal regarding proxy access.

All items were approved. The results of the votes are set forth below:

Election of Directors

 

Nominees		For					Withheld					Broker Non-Votes
Hamilton E. James				265,854,337					41,448,558					64,755,325
W. Craig Jelinek				275,100,611					32,202,284					64,755,325
John W. Stanton				304,620,223					2,682,672					64,755,325
Mary A. Wilderotter				299,093,499					8,209,396					64,755,325

Ratification of the Selection of Auditors

 

For		Against		Abstain
368,494,363		2,750,496		813,361

Advisory Vote on Executive Compensation

 

For		Against		Abstain		Broker Non-Votes
300,145,779		5,993,966		1,163,149		64,755,326

Shareholder Proposal Regarding Proxy Access

 

For		Against		Abstain		Broker Non-Votes
202,829,911		102,197,345		2,275,638		64,755,326

 

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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 4, 2016.

 

 

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