FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322025-01-232025-01-23

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 23, 2025

COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)

Washington0-2035591-1223280
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.005 per shareCOSTNASDAQ

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 ☐

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 23, 2025, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,960,469 shares of common stock entitled to be voted; 352,418,324 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 2026 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 2025;
3.The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2024 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 11, 2024; and
4.A shareholder proposal requesting report on the risks of maintaining DEI efforts.
All items except item 4 were approved. The results of the votes are set forth below:
Election of Directors
NomineesForAgainstAbstainBroker Non-Votes
Susan L. Decker274,157,89615,586,916472,59062,200,922
Kenneth D. Denman286,161,2413,540,494515,66762,200,922
Helena B. Foulkes284,260,5415,465,299491,56262,200,922
Hamilton E. James275,082,99714,385,175749,23062,200,922
Sally Jewell286,097,2233,261,276858,90362,200,922
Jeffrey S. Raikes269,901,67019,805,255510,47762,200,922
John W. Stanton285,382,3814,313,994521,02762,200,922
Ron M. Vachris287,669,4951,937,922609,98562,200,922
Maggie Wilderotter274,093,60015,417,155706,64762,200,922
Ratification of the Selection of Auditors:
ForAgainstAbstain
337,431,48914,385,412601,423
Advisory Vote on Executive Compensation:
ForAgainstAbstainBroker Non-Votes
273,942,96315,312,907961,53262,200,922
Shareholder proposal requesting report on the risks of maintaining DEI efforts:
For AgainstAbstainBroker Non-Votes
4,857,195281,267,6124,092,59562,200,922




Item 8.01.    Other Events
The Board of Directors declared a quarterly cash dividend on the Company's common stock. The dividend of $1.16 per share declared on January 23, 2025, is payable February 21, 2025, to shareholders of record at the close of business on February 7, 2025.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
COSTCO WHOLESALE CORPORATION
Dated: January 27, 2025By:/s/ John Sullivan
John Sullivan
Executive Vice President, General Counsel and Corporate Secretary


Exhibit 99.1
costco6.jpg
Press Release
COSTCO WHOLESALE CORPORATION ANNOUNCES QUARTERLY CASH DIVIDEND
ISSAQUAH, Wash., Jan. 23, 2025 - Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced that its Board of Directors has declared a quarterly cash dividend on Costco common stock of $1.16 per share. The quarterly dividend is payable February 21, 2025, to shareholders of record at the close of business on February 7, 2025.
Costco currently operates 897 warehouses, including 617 in the United States and Puerto Rico, 109 in Canada, 41 in Mexico, 36 in Japan, 29 in the United Kingdom, 19 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, two in France, and one each in Iceland, New Zealand and Sweden. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan and Australia.

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. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. 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, inflation or deflation, 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 (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public-health related factors, 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 the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.

CONTACTS:    Costco Wholesale Corporation
David Sherwood, 425/313-8239
Josh Dahmen, 425/313-8254
Andrew Yoon, 425/313-6305

COST-Comp

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