Current Report Filing (8-k)
March 19 2021 - 3:11PM
Edgar (US Regulatory)
STARBUCKS CORP false 0000829224 --09-27 0000829224 2021-03-17 2021-03-17
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 17, 2021
Starbucks Corporation
(Exact name of registrant as specified in its charter)
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Washington
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0-20322
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91-1325671
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title
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Trading
Symbol
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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SBUX
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NASDAQ Global Select Market
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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 Rule 12b-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 Selection 13(a) of the Exchange Act. ☐
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective March 17, 2021, in connection with Myron E. Ullman, III’s retirement from the Board of Directors (the “Board”) and pursuant to Mellody Hobson’s appointment to serve as the chair of the Board, the Board of Starbucks Corporation (the “Company” or “Starbucks”) has amended the Amended and Restated Bylaws (the “Bylaws”) to remove references to the vice chair role.
The foregoing summary description is qualified in its entirety by reference to the full text of the Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Shareholders held on March 17, 2021, the Company’s shareholders elected the 11 directors nominated by the Board to serve until the 2022 Annual Meeting of Shareholders and until their successors are elected and qualified; shareholders did not approve the 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 October 3, 2021; and the shareholders did not approve a shareholder proposal regarding non-management employee board representation. 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 22, 2021.
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.
Election of Directors
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For
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Against
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Abstain
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Broker
Non-Votes
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Richard E. Allison, Jr.
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779,665,409
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29,860,896
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1,800,676
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166,680,614
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Andrew Campion
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806,757,205
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2,533,004
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2,036,772
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166,680,614
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Mary N. Dillon
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746,430,103
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63,060,818
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1,836,060
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166,680,614
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Isabel Ge Mahe
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806,074,965
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3,612,745
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1,639,271
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166,680,614
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Mellody Hobson
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772,628,902
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36,845,695
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1,852,384
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166,680,614
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Kevin R. Johnson
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806,398,714
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3,249,264
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1,679,003
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166,680,614
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Jørgen Vig Knudstorp
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799,824,081
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9,475,016
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2,027,884
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166,680,614
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Satya Nadella
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779,597,160
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30,044,051
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1,685,770
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166,680,614
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Joshua Cooper Ramo
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803,219,836
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6,073,189
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2,033,956
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166,680,614
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Clara Shih
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778,911,466
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30,765,899
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1,649,616
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166,680,614
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Javier G. Teruel
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756,919,366
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52,366,360
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2,041,255
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166,680,614
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Advisory Resolution on Executive Compensation
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For
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Against
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Abstain
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Broker
Non-Votes
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381,463,037
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421,751,473
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8,112,471
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166,680,614
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Ratification of the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2021
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For
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Against
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Abstain
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943,030,923
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32,897,479
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2,079,193
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Shareholder proposal regarding employee board representation
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For
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Against
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Abstain
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Broker
Non-Votes
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57,481,280
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742,755,180
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11,090,521
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166,680,614
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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
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Dated: March 19, 2021
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By:
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/s/ Rachel A. Gonzalez
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Rachel A. Gonzalez
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executive vice president, general counsel
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