UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 21, 2018
Starbucks Corporation
(Exact name of registrant as specified in its charter)
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| | |
| Washington | 0-20322 | 91-1325671 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 2401 Utah Avenue South, Seattle, Washington 98134 |
| (Address of principal executive offices) (Zip Code) |
| |
| (206) 447-1575 |
| (Registrant’s telephone number, including area code) |
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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2018 Annual Meeting of Shareholders held on March 21, 2018, the shareholders of Starbucks Corporation (the “Company”) elected the 12 directors nominated by the Board to serve until the 2019 Annual Meeting of Shareholders and until their successors are elected and qualified; the shareholders approved an advisory resolution to approve executive compensation; the shareholders approved the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2018; the shareholders did not approve a shareholder proposal regarding proxy access bylaw amendments; the shareholders did not approve a shareholder proposal regarding a report on sustainable packaging; and the shareholders did not approve a shareholder proposal regarding a diversity report. The proposals are further described in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on January 26, 2018. The shareholder proposal designated as “Proposal 6” in the proxy statement was withdrawn by the proponent prior to the meeting and, consequently, was not presented at the meeting.
The table below sets forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company’s shareholders.
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| | Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
| Election of Directors | | | | |
| Howard Schultz | 944,872,049 |
| 15,659,667 |
| 2,544,434 |
| 279,205,521 |
|
| Rosalind G. Brewer | 938,505,531 |
| 22,664,921 |
| 1,905,698 |
| 279,205,521 |
|
| Mary N. Dillon | 954,983,249 |
| 6,185,230 |
| 1,907,671 |
| 279,205,521 |
|
| Mellody Hobson | 943,697,738 |
| 17,453,399 |
| 1,925,013 |
| 279,205,521 |
|
| Kevin R. Johnson | 954,512,431 |
| 6,517,302 |
| 2,046,417 |
| 279,205,521 |
|
| Jørgen Vig Knudstorp | 956,046,009 |
| 4,909,057 |
| 2,121,083 |
| 279,205,522 |
|
| Satya Nadella | 953,932,883 |
| 7,235,256 |
| 1,908,011 |
| 279,205,521 |
|
| Joshua Cooper Ramo | 958,502,801 |
| 2,446,841 |
| 2,126,507 |
| 279,205,522 |
|
| Clara Shih | 957,038,150 |
| 4,048,726 |
| 1,989,273 |
| 279,205,522 |
|
| Javier G. Teruel | 946,975,540 |
| 14,041,065 |
| 2,059,544 |
| 279,205,522 |
|
| Myron E. Ullman, III | 934,122,827 |
| 26,861,820 |
| 2,091,502 |
| 279,205,522 |
|
| Craig E. Weatherup | 935,438,801 |
| 25,574,257 |
| 2,063,091 |
| 279,205,522 |
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| | | | | | | | |
| | Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
| Advisory Resolution to Approve Executive Compensation | 887,755,838 |
| 69,135,184 |
| 6,185,127 |
| 279,205,522 |
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| | | | | |
| | Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
| Ratification of Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2018 | 1,217,467,923 |
| 21,203,408 |
| 3,610,340 |
| N/A |
|
| | | | | |
| | Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
| Shareholder Proposal Regarding Proxy Access Bylaw Amendments | 312,834,129 |
| 643,586,431 |
| 6,655,589 |
| 279,205,522 |
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| | | | | |
| | Votes For |
| Votes Against |
| Abstentions |
| Broker
Non-Votes |
|
| Shareholder Proposal Regarding a Report on Sustainable Packaging | 271,708,108 |
| 659,848,116 |
| 31,519,925 |
| 279,205,522 |
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|
| | | | | | | | |
| | Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
| Shareholder Proposal Regarding a Diversity Report | 323,700,102 |
| 607,894,353 |
| 31,481,695 |
| 279,205,521 |
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SIGNATURES
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.
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| | STARBUCKS CORPORATION |
| | | |
| Dated: March 26, 2018 | By: | /s/ Sophie Hager Hume |
| | | Sophie Hager Hume |
| | | vice president, assistant general counsel and assistant secretary |
