Submission of Matters to a Vote of Security Holders - Form 8-K

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 20, 2022

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, WA98027

(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-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01 per share		COST		NASDAQ

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-2of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07. Submission of Matters to a Vote of Security Holders

On January 20, 2022, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,434,322 shares of common stock entitled to be voted; 344,425,883 shares were voted in person or by proxy. Shareholders voted on the following matters:

1.	The election of each of the directors nominated by the Board of Directors to hold office until the 2023 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 2022;

3.	The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2021 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 10, 2021;

4.	A shareholder proposal regarding charitable giving reporting;

5.	A shareholder proposal regarding the adoption of GHG emissions reduction targets; and

6.	A shareholder proposal regarding report on racial justice and food equity.

All items except 4 and 6 were approved. The results of the votes are set forth below:

Election of Directors

Nominees		For			Against			Abstain			Broker Non-Votes
Susan L. Decker			258,387,497				27,357,545				418,974			58,261,867
Kenneth D. Denman			279,424,861				6,275,233				463,922			58,261,867
Richard A. Galanti			262,118,618				23,189,011				856,387			58,261,867
Hamilton E. James			268,725,647				16,894,467				543,902			58,261,867
W. Craig Jelinek			281,852,335				3,854,158				457,523			58,261,867
Sally Jewell			284,114,884				1,625,826				423,306			58,261,867
Charles T. Munger			243,710,075				41,974,029				479,912			58,261,867
Jeffrey S. Raikes			231,543,000				54,125,557				495,459			58,261,867
John W. Stanton			281,849,915				3,822,586				491,515			58,261,867
Maggie Wilderotter			224,658,142				60,999,558				506,316			58,261,867

Ratification of the Selection of Auditors:

For		Against		Abstain
336,032,085		7,829,768		564,030

Advisory Vote on Executive Compensation:

For		Against		Abstain		Broker Non-Votes
272,585,623		12,617,670		960,723		58,261,867

Shareholder proposal regarding charitable giving reporting:

For		Against		Abstain		Broker Non-Votes
9,012,629		275,313,891		1,837,496		58,261,867

Shareholder proposal regarding the adoption of GHG emissions reduction targets:

For		Against		Abstain		Broker Non-Votes
190,706,448		81,938,063		13,519,505		58,261,867

Shareholder proposal regarding report on racial justice and food equity:

For		Against		Abstain		Broker Non-Votes
47,223,921		225,319,348		13,620,747		58,261,867

2

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 January 25, 2022.

3