Form 8-K COSTCO WHOLESALE CORP For: Oct 28

 

 

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): October 28, 2015

 

 

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(d) On October 29, 2015, the Board of Directors elected Mr. John Stanton as a director. Mr. Stanton was not appointed to serve as a member of any committees of the Board. Mr. Stanton’s compensation will be the standard fees paid to all non-executive board members and participation in the Company’s Seventh Amended and Restated 2002 Equity Incentive Plan. Additional information concerning Mr. Stanton and his election is included in the press release attached as an exhibit.

On October 28, 2015, the Compensation Committee (the “Committee”) of the Board of Directors approved the fiscal 2016 performance criteria for bonuses to executive officers. Under these criteria, executive officers are eligible to receive bonuses, up to $200,000 depending on the individual, based on the achievement of specified targets relating to pre-tax income and operational characteristics relevant to the executive’s area of responsibility. See Exhibit 10.1. The bonus amounts will be recommended by the Chief Executive Officer, subject to further approval of the Committee, based on the performance criteria referenced above.

Item 8.01. Other Events

The Board of Directors declared a quarterly cash dividend on the Company’s common stock. The dividend of 40 cents per share declared on October 29, 2015, is payable November 27, 2015, to shareholders of record at the close of business on November 13, 2015.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit is included in this report:

 

10.1.		Fiscal 2016 Executive Bonus Plan.
99.1.		Press release dated October 29, 2015.
99.2.		Press release dated October 29, 2015.

 

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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 October 29, 2015.

 

 

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Exhibit 10.1

Costco Wholesale Corporation

Executive Bonus Plan

For fiscal year 2016, executive officers are, depending upon the individual, eligible for a bonus award of up to approximately $200,000. The final bonus amounts are subject to the approval of the Compensation Committee.

Eligibility for up to 50% of the bonus amount is determined by whether the Company has met its pre-tax income goal for the year, as indicated in the Company’s internal budget.

The remaining 50% is determined by goals relevant to the executive officer’s area of responsibility:

For those whose responsibilities are operational, the goals relate to sales, controllable expenses, shrink, and pre-tax profit in their areas of responsibility.

For those whose responsibilities are primarily buying, the goals relate to sales, gross margin, shrink, and inventory turns in their areas of responsibility.

For those who responsibilities combine operational and buying functions, the goals relate to a combination of those described in the prior two paragraphs.

For those whose responsibilities are staff functions, the goals relate to a combination of Company-wide operational and buying goals, in addition to qualitative factors relevant to their areas of responsibility.

To be eligible for the annual bonus, the individual must still be employed by the Company at the time bonus checks are issued (November).

Exhibit 99.1

 

Press Release

 

 

COSTCO WHOLESALE CORPORATION ANNOUNCES

NEW BOARD MEMBER

ISSAQUAH, Wash., October 29, 2015 – Costco Wholesale Corporation (“Costco” or the “Company”) (NASDAQ: COST) today announced the election to its Board of Directors of John W. Stanton, Chairman of Trilogy International Partners, Inc., and Trilogy Equity Partners. Mr. Stanton founded and served as Chairman and Chief Executive Officer of Western Wireless Corporation, a wireless telecommunications company, from 1992 until shortly after its acquisition by ALLTEL Corporation in 2005. He was Chairman and a director of T-Mobile USA, formerly VoiceStream Wireless Corporation, a mobile telecommunications company, from 1994 to 2004, and was Chief Executive Officer from 1998 to 2003. Mr. Stanton was a director of Clearwire Corporation from 2008 to 2013 and Chairman between 2011 and 2013.

Jeff Brotman, Chairman of the Board, stated: “We are very pleased to welcome John as a new member of our Board. He is widely recognized as a pioneer and leader in the wireless telecommunications industry. He brings substantial experience as a seasoned entrepreneur and chief executive and as a board member of prominent companies.”

Costco currently operates 690 warehouses, including 482 in the United States and Puerto Rico, 90 in Canada, 36 in Mexico, 27 in the United Kingdom, 23 in Japan, 12 in Korea, 11 in Taiwan, seven in Australia and two in Spain. The Company plans to open up to an additional 9 new warehouses before the end of calendar year 2015. Costco also operates electronic commerce web sites in the U.S., Canada, the United Kingdom and Mexico.

 

CONTACTS:		Costco Wholesale Corporation Richard Galanti, 425/313-8203 Bob Nelson, 425/313-8255 Jeff Elliott, 425/313-8264 David Sherwood, 425/313-8239

Exhibit 99.2

 

Press Release

 

 

COSTCO WHOLESALE CORPORATION ANNOUNCES

QUARTERLY CASH DIVIDEND

ISSAQUAH, Wash., October 29, 2015 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced that its Board of Directors declared a quarterly cash dividend on Costco common stock of $.40 per share. The quarterly dividend is payable November 27, 2015, to shareholders of record at the close of business on November 13, 2015.

Costco currently operates 690 warehouses, including 482 in the United States and Puerto Rico, 90 in Canada, 36 in Mexico, 27 in the United Kingdom, 23 in Japan, 12 in Korea, 11 in Taiwan, seven in Australia and two in Spain. The Company plans to open up to an additional 9 new warehouses before the end of calendar year 2015. Costco also operates electronic commerce web sites in the U.S., Canada, the United Kingdom and Mexico.

Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (including health care costs), energy and certain commodities, geopolitical conditions, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements, except as required by law.

 

CONTACTS:		Costco Wholesale Corporation Richard Galanti, 425/313-8203 Bob Nelson, 425/313-8255 Jeff Elliott, 425/313-8264 David Sherwood, 425/313-8239

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