UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): October 30, 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On October 30, 2017, the Board of Directors of Costco Wholesale Corporation (the “Company”) amended the Company’s Bylaws (the “Bylaws”), effective immediately. The amendments relate primary to the following:
| | • | | The provision relating to the appointment and duties of the Chairman of the Board of Directors was revised and moved from Article 4 (Officers) to Article 3 (Directors); and |
| | • | | The provisions in Article 4 (Officers) were revised to clarify that the positions of Chief Executive Officer and President may be held by separate persons. |
The amendments also make other ministerial and conforming changes relating to the amendments described above.
This description of the amendments to the Bylaws is not complete and is qualified in its entirety by reference to the text of the Bylaws, as amended and restated, a copy of which is filed as Exhibit 3.2 to this Current Report onForm 8-K.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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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 November 2, 2017.
| | |
| COSTCO WHOLESALE CORPORATION |
| |
| By: | | /s/ Richard A. Galanti |
| | Richard A. Galanti |
| | Executive Vice President and Chief Financial Officer |
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