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UNITED STATES
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 | To inspire and nurture the human spirit – one person, one cup and one neighborhood at a time. | ||||||||||
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 | With our partners, our coffee and our customers at our core, we live these values: | ||||||||||
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2 | Acting with courage, challenging the status quo and finding new ways to grow our company and each other. | ||||||||||
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4 | Delivering our very best in all we do, holding ourselves accountable for results. | ||||||||||
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| March at 10:00 a.m. (Pacific Time) | Via Webcast. |
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FOR each director nominee Your broker will not be able to vote your shares with respect to any of the matters presented at the meeting, other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions. world. store experience investments. We are ITEMS OF BUSINESSPROPOSALPROPOSAL BOARD VOTING
RECOMMENDATIONPAGE REFERENCE(FOR MORE DETAIL)Management Proposals Election of 131. To elect the eight directors named in this proxy statement
192. To approve, on a nonbinding, advisory basis, the compensation paid to our named executive officers (“say-on-pay vote”) Approval of
FOR39 3. To conduct an advisory resolutionvote on our executive officer compensationthe frequency of future say-on-pay votes
FOR one year frequency36Ratification of4. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 20202023
FOR63Shareholder ProposalProposals 5-9 EEO Policy Risk ReportTo consider and act upon the shareholder proposals described in this proxy statement, if properly presented at the Annual Meeting (as defined below)
AGAINST 6575Shareholders will also transact such other business as may properly come before the Annual Meeting.annual meeting of shareholders to be held on March 23, 2023 (the “Annual Meeting”), or any adjournment or postponement thereof.VotingVoting Attending the Annual Meeting 
In Person.To be admitted, you will be required to present a government-issued photo identification (such as a driver’s license or passport) and proof of share ownership. More information can be found on the back cover of this proxy statement.
Via Webcast.
Shareholders may view and listen to a live webcast of the meeting. The webcast will start at 10:00 a.m. (Pacific Time). See our Investor Relations website athttp://investor.starbucks.com.You do not need to attend the Annual Meeting of Shareholders to vote if you submitted your proxy in advance of the meeting.We are committed to ensuring, to the extent possible, that shareholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. The question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your unique 16-digit control number (“Control Number”) found on your proxy card or voting instruction form (“VIF”). Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/SBUX2023.We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately thirty minutes before the Annual Meeting begins at 10:00 a.m. (Pacific Time) on March 23, 2023. If you have difficulty accessing the meeting, please call 1-844-986-0822 (toll free) or 303-562-9302 (international). Technicians will be available to assist you.YOUR VOTE IS VERY IMPORTANT.Even if you plan to attend our Annual Meeting, in person, please cast your vote as soon as possible. Make sure to have your proxy card or voting instruction form (VIF)VIF in hand:hand.
By internetgo towww.proxyvote.com;By toll-free telephonefrom the United States, U.S. territories, and Canada: call 1-800-690-6903;By mail(if (if you received a paper copy of the proxy materials by mail): mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope; orBy scanningthe QR code using your mobile device.2023 PROXY STATEMENT 1 Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting as your proxy is revocable at your option. ShareholdersWhether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. You may log on to www.proxyvote.com and enter your Control Number to vote your shares. You can also vote in person atadvance of or during the meeting. If you attend the Annual Meeting. If you are a registered shareholder (that is, you hold your shares in your name), you must present valid identification and proof of share ownershipMeeting virtually, please follow the instructions at www.virtualshareholdermeeting.com/SBUX2023 to vote ator submit questions during the Annual Meeting. If you are a beneficial shareholder (that is, your shares are held in the name of a broker, bank or other holder of record), you will also need to obtain a “legal proxy” from the registered shareholder to vote at the Annual Meeting.meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on March 18, 2020.23, 2023. On or about January 27, 2023, we mailed to the majority of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) directing shareholders to a website where they can access the proxy statement for our Annual Meeting, Annual Report, and view instructions on how to vote their shares by Internet or telephone. Our proxy statement follows. Financial and other information concerning Starbucks is contained in our Annual Report.Report on Form 10-K (the “Annual Report”). The Notice of Annual Meeting, proxy statement, and Annual Report are available on our Investor Relations website athttp://investor.starbucks.com.Additionally, you may access our proxy materials atwww.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.Rachel A. GonzalezexecutiveJennifer L. Kraftsenior vice president, deputy general, counsel and corporate secretaryStarbucks Corporation2401 Utah Avenue SouthSeattle, Washington 98134January 24, 202027, 20232020 PROXY STATEMENT 12 
2023 PROXY STATEMENT 3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThis proxy statement contains forward-looking statements. All statements contained in this proxy statement other than statements of historical fact, including statements relating to trends in or expectations relating to the expected effects of our initiatives, strategies, and plans, as well as trends in or expectations regarding Starbucksour financial results and long-term growth model and drivers, and regarding our business strategy and plans and our objectives for future operations, are forward-looking statements. The words ‘”can,” “believe,” “may,” “will,” “continue,” “anticipate,” “intend,” “expect,” “seek,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations within the meaning of the applicable securities laws and regulations.projections about future events and trends. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in the companyour filings with the Securities and Exchange Commission, including the Risk Factors section of Starbucksour Annual Report on Form 10-K for the fiscal year ended September 29, 2019.October 2, 2022.New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. We assume no obligation to update any of these forward-looking statements after the date of this proxy statement, except as may be required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.2 
4 Over the years and throughout our years of joint service on the board, we openedhave returned often to the door to our very first store inorigin story of 1912 Pike Place, Market - a significant moment in time that began our journey as a purpose-driven company focused on a mission, anchored in valuesfirst and groundedstill-beloved storefront in the human experience.Today, Starbucksheart of Seattle. When you step inside the front doors of this tiny space, you are transported into another world. This is known as onea place where on either side of the world’s most admiredwell-worn wood counters, visitors and trusted companies. Such reflection onbaristas converse like old friends and celebrate the past several decadescraft and care that goes into every cup of Starbucks coffee. There’s an enduring energy and spirit in the air that inspires us and reminds us of the importance of staying trueextraordinary journey Starbucks has traveled over five decades.We’ve grown from just four stores to our mission and values. Looking intonearly 36,000; from serving a few hundred customers a day to now more than 100 million customer occasions daily around the future inspires us to boldly reimagine the future of Starbucks.It is this balance between honoring the past and reinventing the future that has made this past year one of transformative growth for our company. Under the leadership of our world-class Starbucks management team, we made investments toward the future well-being of our company and elevated theStarbucks Experiencefor hundreds of millions of loyal customers.At the heart of it all is the Starbucks secret sauce – our successpeople and their ability to create magic through coffee and connection.ReinventionLast summer, we set off in a new direction. Together with our partners, we have co-created a Reinvention plan that touches every aspect of the Starbucks Experience. For our customers, we are using technology to make their visits to our stores personalized and effortless, while also freeing up store partners to focus on creating more moments of connection. We are meeting them where they are, whether that’s a Cold Brew on the go from a Pick-Up store, a quiet moment with a cappuccino inside one of our cafés, or a deep-dive into coffee education with a workshop at our new Starbucks Reserve location at the Empire State Building. For our partners, we are equipping them with better tools and training and have committed more than 400,000 Starbucks partners (employees)$1 billion in over 31,000 stores across over 80 markets around the world who transform our stores into communities. Our customers visit daily, seeking an opportunity to connectpartner and be inspired.When we invest in our partners, they invest in theStarbucks ExperienceOur partners choose Starbucks because they believe in our mission, because we live our values, and because we work together to create opportunity and fulfill aspirations. It is why our partners proudly put on the green apron every day and stay longer with us than any other retail company. It is also why we continue to innovate and provide new and meaningful benefits for eligible full-time and part-time partners, ranging from healthcare and equity in the form of stock to the opportunity to earn a tuition-free four-year college degree through Arizona State University in the United States, providing mental wellness support in the United States and Canada and offering a critical illness insurance program for the parents of Starbucks partners in China.enabling predictable, sustainable growthIn 2019,bringing coffee excellence, coffee craft, and joy and a little bit of love back into being a Starbucks delivered record results by remaining focused and disciplined in executing our “Growth at Scale” agenda: a strategy built on accelerating growth in our lead markets of the United States and China, expanding the global reach of Starbucks through the Global Coffee Alliance with Nestlé and increasing returns to all of our stakeholders – our partners, shareholders and the communities we serve.barista.Over the past year, we have continuedseen that the demand for Starbucks is greater than ever. In fiscal 2022, global revenues grew 13 percent* over the prior year to streamline the Company, sharpen our focus, and drive improvements in operating performance while making strategic investments in our people, technology and stores. Notable highlights from the past year include the transition ofFrance, the Netherlands and Thailandto licensed businesses while deliveringa record $26.5$32.3 billion, driven by phenomenal 8 percent global growth in total net revenues.comparable store sales. We expanded theGlobal Coffee Allianceto more than30 marketsand strengthened ourdigital and loyalty platformsglobally, grew our establishedChina Digital Partnershipwith Alibaba and surpassed our goal of expanding Starbucks®Delivers to 3,000 stores in 100 cities by the end of the fiscal year.We stood up theTryer Centerin Seattle as a catalyst for company-wide innovation, transforming the way we innovate, breaking down barriers to enable more flexibility and creativity. In the spirit of embracing new ideas that are inspiring to our partners, relevant to customers and meaningful to our stakeholders, we established an anchor investment inValor Siren Venturesto stimulate food and retail technology innovation and created a strategic partnership withBrightloomto accelerate development of our enhanced digital flywheel.With the growth, trust and admiration of our iconic brand in mind, we showcased the unique stature of theStarbucks ExperiencewhenInternational continues to drive growth for the company, and we proudly openedRoasteriesin New York and Tokyo this year. We also held aLeadership Experiencein Chicagoexpect two-thirds of global retail growth over the next three years to connect with and inspire 12,000 store managers. Together,come from our international business. As we continue to buildnavigate the COVID pandemic and elevate this enduring company.Asits impacts in China, we are focused on supporting our partners and leaders in the market and look forward our management team is confidentto a bright future ahead.Our impact at Starbucks ripples on a global scale. We take this responsibility seriously and strive to make a positive difference in the lives of the people we serve and the planet we share. We believe that every partner and every customer should have a sense of belonging at Starbucks, and should be able to be their authentic selves every day. We are dedicated to advancing racial and social equity, and we are committed to furthering that work with intention, transparency, and accountability. We are striving to be a resource-positive company, to give back more of the strategic investmentsplanet’s resources than we consume. To help us get there, we have made, combinedclear and ambitious sustainability targets to reduce our carbon, water, and waste footprints in half by 2030. Additionally, we are integrating sustainability throughout our Reinvention efforts, working to ensure we are considering the impacts to sustainability with each one of our strategies.OnwardThe new fiscal year also marks a new chapter with incoming ceo, Laxman Narasimhan. Since joining the planscompany in October, he has been traveling around the world and immersing in our company and culture. Each day we have developedtogether, including time in Origin with our extended leadership team this Fall in Hacienda Alcasia, Costa Rica, we are reminded he is an extraordinary global citizen and servant leader who is embracing the vision of Starbucks in his own way.We are both so proud of the company Starbucks is today and will be tomorrow, and profoundly grateful to the more than 400,000 Starbucks partners who are a part of this great odyssey. We would also like to extend our appreciation to the Starbucks Board of Directors for fiscal 2020, will leadtheir leadership and support during this time of reinvention and renewal. We are laying the foundation for the future of a Starbucks even more true to continued, sustainable growth in the years ahead.2020 PROXY STATEMENT 3LETTER TO OUR SHAREHOLDERSFocused on strengthening communities and leading in sustainability, we believe the pursuit of profit is not in conflict with the pursuit of doing goodAs we reimagine our future at Starbucks, one thing that remains unchanged is our commitment toshared mission: To inspire and nurture the human spirit – one person, one cup and one neighborhood at a time.Our storesWith respect and partners are dedicated to serving more than coffee – they also serve the greater community. Our commitment begins with cultivating a culture of belonging for the more than 100 million customer occasions each week. We encourage all partners to participate in service projects and community activations such as Coffee with a Cop, Starbucks®FoodShare and youth mentoring programming to help strengthen their communities.We also remain relentless in our efforts to lead in sustainability, starting with support for the coffee farming community. We have invested more than $150 million in coffee communities worldwide in the form of agronomy research, tree distributions, Farmer Support Centers, loan programs, donations to The Starbucks Foundation and more. Thanks to our partners and customers, more than 40 million disease-resistant coffee trees have been donated to coffee farmers to help improve the quality and yields of their harvests.Our efforts to help preserve the planet and promote sustainability extend to limiting our carbon footprint, waste and water usage.We continue to work across our industry through the NextGen Consortium to develop an open-source solution to use a more widely recyclable and compostable cup, and to improve recycling and composting infrastructure. Our near-term goals are to develop 100% compostable and recyclable cups by 2022 and to eliminate the use of plastic straws globally by the end of 2020.Starbucks purchases enough renewable energy to power 100% of its company-operated stores in the U.S., Canada and the UK with clean energy. Worldwide, more than three-quarters of Starbucks operations are powered by renewables. We also now operate more than 1,600 LEED®(Leadership in Energy and Environmental Design)-certified stores around the world, and yet we know there is more we can do.Now in partnership with the World Wildlife Fund, we are going further with an open-source Greener Stores framework to build and operate 10,000 Greener Stores by 2025.We believe that today, the world needs leadership in sustainability more than ever. In this regard, we ask you to pay particular attention to a summary of our current sustainability activity and our approach to future sustainability initiatives as detailed in this year’s proxy statement.We are proud of the ongoing evolution of our board and its engagement in the Company’s strategyThe Starbucks board of directors is integral to determining the Company’s overall long-term strategy, including our “Growth at Scale” agenda. Our board brings deep experience, expertise and insights to the important issues facing Starbucks. While focused on creation of shareholder value, the board is also invested in our commitment to meaningful social impact. Our board annually reviews social impact programming as part of its strategic planning process.We have continued to focus on board composition to align our board’s strengths with our evolving strategy. In September 2019, we added three new board members with experience and expertise to enhance our board and our company; Richard E. Allison, Jr., Chief Executive Officer of Domino’s; Andrew Campion, Executive Vice President and Chief Financial Officer of NIKE and Isabel Ge Mahe, Apple’s Vice President and Managing Director of Greater China. Their expertise across global technology, retail and customer experience at scale will support our agenda to adapt Starbucks for the years ahead. Their unique perspectives will be valuable as we continue to execute our strategy and invest in the future of the Company.We are building an enduring CompanyWe aspire to be a different kind of company. It was at our Annual Meeting in 2019 that we shared our vision for building an enduring company, a company that is focused on honoring our heritage while reimagining our future. This past year was a critical step in that journey, and we are energized at what lies ahead for Starbucks.Thank you for your continued support.With Respect,
Myron E. Ullman, III
Howard Schultzchief executive officerMellody Hobsonindependent chair of the board
Kevin R. Johnsonpresident and ceo*Growth rate is based on a 52-week basis. Please refer to Appendix A for Reconciliation of Extra Week.4 2023 PROXY STATEMENT 5 Starbucks is the premier roaster, marketer, and retailer of specialty coffee in the world. With more than 31,000 specialty retail stores andglobally, with a growing presence in consumer package goods (“CPG”), Starbucks is a part of our customers’ everyday routines in over 8083 markets around the globe. In our retail stores alone, we welcomed over 100 million customer occasions each week in 2019.worldwide. Since 1971 we have been committed to ethically sourcing and roasting high-qualityarabicacoffee. Through our unwavering commitmentover 35,000 specialty retail stores and a growing presence in consumer packaged goods, we strive to excellence and our guiding principles, we bring the uniqueStarbucks Experienceto life for every customer throughin every cup.While staying trueIn fiscal 2022, we saw accelerating demand for Starbucks coffee around the world. Our performance underscores the relevance of the Starbucks brand and deep relationships with our partners and customers amid today’s challenging operating environment, including the global economic uncertainties and COVID-19 related disruptions. We also announced our plan in the U.S. market to increase efficiency while elevating the partner and customer experience, which we refer to as “Reinvention.” Through Reinvention, Starbucks is poised to embark on a new next era of growth through co-creation with our mission and values, we made meaningful progress against our strategic priorities and delivered strong operating results in fiscal 2019, by bringing even more focus and discipline to our core business and further streamlining our Company.green apron partners.Fiscal 2019 was a transformative year forOur strong performance in fiscal 2022, despite unprecedented global economic uncertainties, underscores the Company as we continued to executerelevance of the Starbucks brand and deep relationships with our“Growth at Scale” agenda, which has led to a dramatic turnaround in the business. partners and customers globally. “Growth at Scale” AgendaAccelerate U.S.Business Highlights Strong Demand and ChinaDiverse Portfolio•AchievedGlobal comparable store sales growthincreased 8%, driven by a 5% increase in average ticket and a 2% increase in comparable transactions•Record global revenue with highest levels of U.S. average ticket, food attach, cold beverage sales and unique customer count; beverage modifier sales exceeded $1 billion in the U.S.5%•China market opened its 6,000th store and achieved record customer connection scores despite COVID-19 related headwinds•Channel Development continued to amplify our brand, with Starbucks remaining a market leader in both the total U.S. at-home coffee and ready-to-drink categoriesPrioritizing Partners•Approximately $1 billion in investments to uplift the U.S. retail partner experience, including:•Wage floor increase ($15/hour minimum)•Enhanced wages for tenured partners•Doubled training hours for new barista and shift supervisors; additional training for existing partners with focus on coffee, craft, and connection•Coffee Master, Black Apron program, and Origin trip relaunches•A new partner app pilot launch, designed to create one digital community•Announced new financial benefits, including My Starbucks Savings and a Student Loan Management Benefit, designed to help partners manage student loan repayments and achieve greater financial stabilityExperiential Convenience•More than 58 million Starbucks Rewards members around the world; in the U.S., approximately one in 10 adults is a Starbucks Rewards member•Elevated our seamless digital experience across stores, with nearly 25% of our U.S. licensed portfolio live with Starbucks Connect•Unveiled Starbucks Odyssey powered by Web3 technology, which will offer U.S. Starbucks Rewards members the opportunity to earn and purchase digital collectible assets, unlocking access to new benefits and immersive coffee experiences•Completed the deployment of Starbucks Cold Brewer in the U.S. and4%in China.Expand Global ReachLaunched three new CPG coffee platforms inover 30 new markets, leveraging our Global Coffee Alliance with Nestlé.Increase ReturnsReturned$12 billion rolled out Mastrena II espresso machines to shareholders.Increased our quarterly dividend by a double-digit percentage rate fornearly all stores across the 10thconsecutive year.U.S.; additional throughput-enhancing initiatives underwayWith our steadfast commitment to build an enduring company, we continued to invest in our partners, in technology and in our stores to enable predictable, sustainable growth, while delivering value for all of our stakeholders. These investments enabled us to accelerate the pace of innovation at Starbucks and deliver relevant, meaningful and inspiring experiences for our partners and customers throughout fiscal 2019. Reinvention The Company shared a set of principles and a new partnership for the reinvention of the next chapter of the Company. Starbucks Reinvention, co-created in partnership with our partners, will touch and elevate every aspect of our Starbucks partner, customer, and store experience. The Reinvention includes five major strategic shifts:MissionBuildingRe-envision how we bring our mission to lifePartnerRenew the Brandwell-being of retail partners by radically improving their experienceCustomerElevate theStarbucks ExperienceThrough focused trainingReconnect with our customers by delivering memorable and strategic labor allocation – including the deployment ofpersonalized momentsStoreReimagine our store experience for greater connection, ease and a planet positive impactTogetherRedesign partnership by creating new technology – achieved all-time-highcustomer connection scoresin the U.S.Opened an innovativeStarbucks Now storein China, seamlessly integrating Starbucks signature café environment with Mobile Order & Pay and Starbucks®Delivers customer experience.Deliver Relevant Beverage InnovationAchieved national penetration ofNitro Cold Brewin the U.S.ExtendedCold Foamproduct range in the U.S. with introduction of Pumpkin Cream Cold Brew.LaunchedModern Mixologycold beverage platform in China.Expand Digital RelationshipsIntroducedmulti-tier redemptionfor Starbucks®Rewards Members in the U.S.Launched Mobile Order & Payand significantly expanded Starbucks®Delivers in China.2020 PROXY STATEMENT 5Through Reinvention, we believe Starbucks is positioned for sustainable profitablegrowth, setting the stage for another year of record performance.BUSINESS OVERVIEW – 2019 HIGHLIGHTS Expanded global retail
store baseIncreased net
revenuesGrew non-GAAP
EPS 17% toReturned Grew U.S. active Starbucks®
Rewards members to17.6 Million
Up 15% year over yearGrew China active Starbucks®
Rewards members to10.0 Million
Up 45% year over year7%7%$2.83*$12 Billionto more than
31,000 storesto a record $26.5B to shareholders *Annex A includes a reconciliation of6 FISCAL 2022 BUSINESS HIGHLIGHTSFiscal 2022 ResultsFiscal 2022 results reflect record revenue underpinned by strong demand in nearly all major markets across the globe, as well as significant investments, including enhanced store partner wages and new partner training, coupled with inflationary headwinds.Total Consolidated Revenues
(+13% year-over-year)$32.3 BillionU.S. 90-day active Starbucks® Rewards members grew 16% year-over-year to28.7 MillionOperating Margin
(-250 basis points year-over-year)14.3%Total Consolidated EPS
(-20.1% year-over-year)$2.83Expanded global retail store base 6% to35,711 StoresNon-GAAP Operating Margin
(-290 basis points year-over-year,)15.1%*Total Consolidated non-GAAP EPS to diluted net earnings per share (“EPS”), the most directly comparable measure reported under generally accepted accounting principles in the United States (“GAAP”).
(-7.5% year-over-year, or -5% on a 52 week basis)$2.96** Appendix A includes a reconciliation of non-GAAP operating margin and non-GAAP EPS to the most directly comparable measure reported under accounting principles generally accepted in the United States (“GAAP”). Year over year growth is based on a 52-week basis. For the annual revenue growth, please refer to Appendix A, Reconciliation of Extra Week.Starbucks fiscal 2019 results reinforce our confidence in the strategies we are implementing to grow the business and demonstrate the robustness of our long-term, double-digit EPS growth algorithm. With the strategic initiatives that we plan to implement in fiscal 2020, we are excited about our ability to sustain strong growth in the years ahead.Shareholder Returns Shareholder ReturnsStarbucks returned $12$6.3 billion of capital to shareholders in fiscal 2019, on track with2022. In April 2022, Starbucks suspended its share repurchase program for the balance of the fiscal year to allow us to enhance our fiscal 2018 commitmentinvestments in our partners and stores. In September 2022, Starbucks announced it expects to return $25approximately $20 billion to shareholders in the next three years through fiscal 2020. Our record of deliveringdividends and share repurchases and subsequently resumed its share repurchase program in November 2022. Five-year cumulative total shareholder return (“TSR”) and returning capital reflects our commitment to long-term value creation.CUMULATIVE TSR AS OF 9/29/191-year+58%5-year+156%10-year+940%Starbucks has returned a total of$24.4 Billionin capital to shareholders in the last three years.
6 BUSINESS OVERVIEW – 2019 HIGHLIGHTSBOARD OF DIRECTORS
Audit and Compliance Committee(“ACC” or “Audit Committee”)Oversees the accounting and financialreporting processes and the internaland external audit processes, reviewingthe financial information, the systemsof internal control, risk managementstrategies and practices and compliancewith the Company’s business conductand code of ethics.Compensation and ManagementDevelopment Committee(“CMDC” or “CompensationCommittee”)Oversees compensation practicesand determines compensation andother benefits, as well as developmentand implementation of managementdevelopment plans and successionplanning practices to foster sufficientmanagement depth at the Companyto support its continued growthand the talent needed to executelong-term strategies.Nominating and CorporateGovernance Committee(“NCGC” or “Nominating/Governance Committee”)Oversees corporate governance,including board refreshment, advising andmaking recommendations to the boardregarding candidates for election asdirectors of the Company, and addressingany related matters.2023 PROXY STATEMENT 7
BUSINESS OVERVIEW – 2019 HIGHLIGHTS
ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS
Since its beginning, Starbucks set out to be a company that creates meaningful connections in our stores and positive impact in the communities we serve. As we have grown to more than 31,000 stores in more than 80 markets, so too has our ability to lead and create global social impact, and together we work to elevate our partners, customers, neighbors and suppliers to create positive change.
In line with our values to be performance driven through the lens of humanity, our leadership has been challenging the status quo with rigor and with the recognition that we cannot do it alone. Our leadership values ongoing dialogue with external experts, partners, customers, shareholders and our board of directors. Our board of directors is also integrally involved in establishing and overseeing our social impact priorities.
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This summary highlights information contained in the proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement before voting.
Richard E. Allison, Jr.* 52 2019 Rosalind G. Brewer 57 2017 Andrew Campion* 48 2019 Mary N. Dillon 58 2016 Isabel Ge Mahe* 45 2019 Mellody Hobson 50 2005 Kevin R. Johnson 59 2009 Jørgen Vig Knudstorp 51 2017 Satya Nadella 52 2017 Joshua Cooper Ramo 51 2011 Clara Shih 38 2011 Javier G. Teruel 69 2005 Myron E. Ullman, III 73 2003 Financial/Capital Allocation Experience Gender, Ethnic or National Diversity International Operations & Senior Leadership ExperienceBOARD HIGHLIGHTSDirector NomineesThe following tables provide summary information about our director nominees. Directors are elected annually by a majority of votes cast. Your board of directors recommends that you vote “FOR” the election of each of the 13eight nominees. SeePlease see page 1918 in this proxy statement for this resolution.Committee Memberships Name & Principal Occupation Age Director
SinceIndependent Audit and
Compliance
CommitteeCompensation
and Management
Development
CommitteeNominating
and Corporate
Governance
Committee
Chief Executive Officer and Director of
Domino’s Pizza, Inc.
group president, Americas and chief
operating officer of Starbucks Corporation
Executive Vice President and Chief Financial
Officer of NIKE, Inc.
Chief Executive Officer
and Director of Ulta Beauty, Inc.
Vice President and Managing Director of
Greater China of Apple, Inc.
Co-Chief Executive Officer and President of
Ariel Investments, LLC
president and chief executive officer of
Starbucks Corporation
Executive Chairman of
LEGO Brand Group
Chief Executive Officer and Director of
Microsoft Corporation
Co-Chief Executive Officer and Vice
Chairman of Kissinger Associates, Inc.
Chief Executive Officer and Director of
Hearsay Systems, Inc.
Retired Vice Chairman of Colgate-Palmolive
Company
Retired Executive Chairman and CEO of J.C.
Penney Company, Inc.
* Denotes new board member.Committee Memberships Name & Principal Occupation Age Director
SinceIndependent Audit and
Compliance
CommitteeCompensation
and Management
Development
CommitteeNominating
and Corporate
Governance
Committee
Richard E. Allison, Jr.
Retired Chief Executive Officer and Director of Domino’s Pizza, Inc.55 2019 
Andrew Campion
Chief Operating Officer ofNIKE, Inc.51 2019 
Beth Ford
Chief Executive Officer of
Land O'Lakes58 
Mellody Hobson
Co-Chief Executive Officer, President, and Director of Ariel Investments, LLC53 2005 
Jørgen Vig Knudstorp
Executive Chairman of
LEGO Brand Group54 2017 
Satya Nadella
Chief Executive Officer and Director of
Microsoft Corporation55 2017 
Laxman Narasimhan
chief executive officer-elect of Starbucks Corporation55 
Howard Schultzinterim chief executive officer of Starbucks Corporation69 2022 Member Member Chair of the Board Vice Chair of the Board Committee Chair Audit Committee Financial Expert 2020 PROXY STATEMENT 98 PROXY SUMMARYBoard Nominees Snapshot INDEPENDENCE DIRECTOR TENURE AGE DISTRIBUTION DIVERSITY Independent 6 0-4 years 4 <50 years 0 Female 25% 
Not-Independent 2 5-9 years 2 50-60 years 7 National Diversity 25% 
10-14 years 0 61-75 years 1 Ethnic Diversity 38% 
15+ years* 2 Average Age: 56.3Director Self-Identification ofRace/Ethnicity:2 Asian1 Black0 Hispanic or Latinx5 White
Average Director Tenure:
8.4 years**Board RefreshmentIn September 2019,This figure includes Howard Schultz prior tenure on the board added three new members: Richard E. Allison, Jr., CEO of Domino’s Pizza; Andrew Campion, CFO of NIKE, Inc.; and Isabel Ge Mahe, Vice President and Managing Director of Greater China of Apple, Inc. Their expertise across global technology, strategy and financial management, brand and marketing, and retail and customer experience at scale will accelerate Starbucks drive to innovate in a way that is meaningful to our customers and inspiring to our partners. The addition of these directors complements the existing skills and experiences of the continuing directors. Each new member adds value by bringing his or her perspective to the table, which will be key in working with the board and management to execute Starbucks strategy, drive growth and build long-term stakeholder value.EXPERIENCE/QUALIFICATIONS/SKILLS/ATTRIBUTESBoard SnapshotINDEPENDENCE
DIRECTOR TENUREAGE DISTRIBUTIONDIVERSITY
Average Director Tenure:6 years
Average Age:54
EXPERIENCE/QUALIFICATIONS/SKILLS/ATTRIBUTES
Industry Experience 
DomesticGovernmental & International Sustainability and
Public Policy Experience
2/8 
3/8 
Technology Experience
4/8 
4/8 
Human Capital Management Experience
5/8 
5/8 
Corporate Social ResponsibilityExperience
Environmental/Climate ChangeExperience
6/8 5/8 
Brand Marketing Experience 
Public Company Board Experience
6/8 
8/8 
Distribution Experience
10 PROXY SUMMARYCORPORATE GOVERNANCE HIGHLIGHTS
2019
BOARD INDEPENDENCEBOARD AND COMMITTEEMEETINGS IN FISCAL 2019DIRECTOR ELECTIONS
7/8 Independent Board Committees:All8/8 11 of 13IndependentDirectorNominees75MandatoryRetirementAgeIndependent Chair of the Board:Myron E. Ullman, IIIIndependent Vice Chair of the Board:Mellody Hobson
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| 2023 PROXY STATEMENT | 9 | ||||
| BOARD INDEPENDENCE | BOARD AND COMMITTEE MEETINGS IN FISCAL 2022 | DIRECTOR ELECTIONS | ||||||||||||||||||
Independent Board Committees: All | ||||||||||||||||||||
| 6 | Independent Director-Only Sessions | ANNUAL Frequency of Board Elections MAJORITY Voting Standard for Uncontested Elections | ||||||||||||||||||
Independent Director Nominees  | 9 | Audit and Compliance (“ACC”) | ||||||||||||||||||
| 8 | Compensation and Management Development (“CMDC”) | |||||||||||||||||||
| 75 | Mandatory Retirement Age | 4 | Nominating and Corporate Governance (“NCGC”) | |||||||||||||||||
Independent Chair of the Board: Mellody Hobson | 6 FULL BOARD MEETINGS | Proxy Access for Director Nominations | ||||||||||||||||||
| 3 | years | Holding Period | ||||||||||||||||||
| 3 | % | Ownership Threshold | ||||||||||||||||||
Nominees Greater of 2 or 20% of board Group Formation Up to 20 shareholders | ||||||||||||||||||||
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of directors on an ongoing basis. Additionally, our ceo, cfo and these proposals. accrue sick time at a faster rate. military spouses; people who are in LGBTQIA+ communities; and those who are disabled. Starbucks We are making this proxy statement available to you on January Vote Required.The presence, in person or by proxy, of holders of a majority of the outstanding shares of thoughtful leadership and insight and the perspectives that they brought to the board. Board Leadership since March 2021. Our board believes that its leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our board and supports the independence of our non-management directors. Board and Committee Evaluations . related party transaction under SEC rules. The board director. Oversight of Cybersecurity Risk Oversight are engaged in meaningful dialogue with our shareholders through our quarterly earnings calls and investor-related outreach events. For more information about our shareholder engagement, see page Isabel Ge Mahe Andrew Campion •each candidate shall be prepared to represent the best interests of all shareholders and not just one particular constituency or any entity with which the candidate may be affiliated; each candidate should contribute to the board of directors’ overall diversity - diversity being broadly construed to mean a variety of identities, perspectives, and personal and professional experiences and backgrounds. This can be represented in both visible and non-visible characteristics that include but are not limited to race, ethnicity, national origin, gender, and sexual orientation. In addition, each candidate should affirm a commitment to furthering inclusion and diversity; The Nominating/Governance Committee may On a periodic basis, the Nominating/Governance Committee solicits ideas for possible candidates from a number of sources: members of the board; senior-level Starbucks executives; advisors to the Company (including the board); individuals personally known to the members of the board; and research, including database and Internet searches. Shareholder Nominations Future Revisions to the Policy on Director Nominations •Restated Articles of Incorporation firm. RSUs granted to non-employee directors in Plan Year 2022 vested immediately. requirement. “say-on-pay”). Meeting: PROGRAM November 29, 2021. goals on a consolidated Company basis, with a payout between 0-200% of target, depending on performance. The remaining 50% of the overall Annual Incentive Bonus Plan payout would have been based on profit-positive (10% overall weighting), planet-positive (10% overall weighting), and IPF goals (30% overall weighting) with a payout between 0-200% of target for each component, depending on performance. As described in detail starting on page 51, the IPF is composed of goals that were specific to each individual participant related to our Mission and Values, strategic and operational goals and diversity and inclusion metrics, with a 10% overall weighting assigned to diversity and inclusion and a 20% overall weighting assigned to the remaining IPF goals. The graphic below illustrates the weighting of the awards for fiscal 2022. profitability consistent with our board-approved annual financial and long-term strategic plans. With respect to Starbucks Black Partner Network, and achieved a 4.67 employee feedback score. extent pre-established performance goals are met. Time-based RSUs vest annually in equal installments of 25%, commencing on the first anniversary of the grant date. Both PRSUs The table below reflects the value of annual long-term incentive awards approved by the Committee for our NEOs in each of the last two fiscal 2022. greater than the target number of PRSUs if performance results are greater than target (up to a maximum 200% of payout) or less than the target number if performance results are lower than target (down to a 25% payout for threshold performance, below which For purposes of the Severance and CIC Plan, the “CIC Period” refers to the period commencing 89 days prior to, and ending 24 months following, a change in control of the Company. The Compensation Committee typically reviews target total direct compensation and approves the target value of annual cash incentive consultant. by removing The Home Depot, Inc. and Yum! Brands, Inc., and adding Kimberly-Clark Corporation and Mondelez International, Inc. Peer Group Determining Criteria for Fiscal 2022 terms of this plan. 65. We believe the perquisites and other executive benefits we provide are Executive Compensation Agreements and Arrangements section above entitled “Severance and CIC Plan.” ceo executive officers In connection with its engagement of Represents the premiums paid on behalf of our NEOs under our executive life and disability insurance plans. Represents awards under the annual incentive bonus plan payable in cash. which were granted in respect of certain outstanding equity awards that Mr. Narasimhan forfeited when he left his previous employer to join Starbucks, consistent with market practice. All equity awards shown in this table were granted under the 2005 Long-Term Equity Incentive Plan. PRSUs awarded to our NEOs in fiscal 69. Reflects the number of performance-vesting stock options that were earned upon achievement of the pre-established performance goal. Upon the achievement of this performance goal, vesting of this award was exclusively to continued service for the remainder of the performance period, which ended on November 14, 2021. Number Of Earnings.The MDCP uses measurement benchmarks to credit earnings on compensation deferred under the plan. Those measurement benchmarks are based on the same funds available under our 401(k) plan. Participants after separation from service. For partners who became newly eligible on or after October 1, 2010, and certain other partners, separation from service distributions can be paid either in a lump sum or amortized over a period of two to five years, in each case beginning within 60 days or one year after separation from service. If a participant is considered a “specified employee” on after such separation date. Account balances resulting from pre-2005 deferred compensation can be distributed either in a lump sum within 60 days of separation or, if the participant is at least age 65 on (2)Of these balances, the following amounts, which were in the form of executive and Company contributions were reported in the “Salary,” “Non-Equity Incentive Plan Compensation,” and “All Other Compensation” columns in the Summary Compensation Table in prior-year proxy statements: Mr. Schultz - $0; Ms. Ruggeri - $110,348; Mr. Narasimhan - $0; Mr. Conway - $0; Mr. Johnson - $0; Mr. Culver - $3,250,892; and Ms. Gonzalez - $49,496. The information in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation. RSU we pay competitively and tailor employee benefits in each jurisdiction, resulting in total rewards offerings that vary from country to country. For this reason, and because each partner’s relationship with our 2021: lost sales. Accordingly, we urge all shareholders to support this resolution. Shareholder proposals submitted for consideration at the In addition, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must comply with the additional requirements of Rule 14a-19(b). Admission Requirements If you wish to submit a question in advance, you may do so at either SHAREHOLDER ENGAGEMENTStarbucks has a history of actively engaging with our shareholders. We believe that strong corporate governance should includeincludes year-round engagement with our shareholders.We have a long-standing, robust shareholder outreach program throughin which we solicit feedback on our corporate governance, executive compensation program, and disclosure practices, andas well as environmental and social impact programs and goals. InvestorAdditionally, shareholder feedback is shared with our board as described below.Corporate Governance CycleThroughout the year, highlights of our shareholder engagement include:
●•Review vote results from our most recent Annual Meeting and incorporate insights into Starbucks shareholder engagement program●•Share investor feedback with board of directorsPublish Global Environmental and Social Impact Report: Informs stakeholders, including shareholders, about recent developments relating to environmental, social, and governance (“ESG”) topics●•Evaluate proxy season trends, corporate governance best practices, and regulatory developments andto inform our current practices, policies, and disclosures●•Conduct active outreach with top investorsshareholders to understand their corporate governance, executive compensation and environmental and social priorities●Share investor feedback with board of directors20192022 OutreachEngagementParticipantsTopicsEngagementAs part of our regular shareholder outreach, we engaged with 13 of our top 20 shareholders, representing approximatelynearly 30% of our total shares outstanding.In addition, we We also engaged with allcertain proponents who submitted shareholder proposals included in fiscal 2019this proxy statement to better understand the rationale and respond torequests of their concerns.ParticipantsOutreach was conducted by a cross-functional team including:Selected Key TopicsKey areas of discussion included:●•Global Coffee, Sustainability and Social Impact•Inclusion and Diversity•Investor Relations●Global Rewards●•Law & Corporate Affairs●•Partner Resources Organization•Public Affairs●Global Social Impact●Global Public Policy●Organization & Leadership Effectivenesscfothe board of directors engage in meaningful dialogue with our shareholders through our quarterly earnings calls and investor-related outreach events.Key areas of discussion included:●•Corporate GovernanceAnimal Welfare●Executive Compensation●Diversity and Inclusion●Human Capital●Sustainability Programs●Supply Chain●Company Policy●•Brand/Public Affairs●•RiskCompany Policy•Corporate Governance•Executive Compensation•Financial Performance•Human Capital Management●•Human Rights•Inclusion and Diversity•Long-term Growth Strategy●•Financial PerformanceRisk Management•Succession Planning•Supply Chain•Sustainability Programs12 2023 PROXY STATEMENT 11 EXECUTIVE COMPENSATION ADVISORY VOTEOur board of directors recommends that shareholders vote to approve, anon a nonbinding, advisory resolution onbasis, (1) the compensation paid to the Company’s named executive officers (“NEO”NEOs”), and (2) an annual frequency of future executive compensation voting, as described in this proxy statement. Please see pages 39 and 72 of this proxy statement for the following reasons. See page 36 for this resolution.Pay Delivery Aligned with PerformanceBased on effective program design and best practices, and consistent with our pay-for-performance philosophy, our executive compensation is aligned with Company performance.The vast majority of compensation value we deliver to our executivesNEOs’ target total direct compensation is in the form of compensation that is variable andor “at-risk” based on performance.our financial, operating, and ESG performance and the value of our stock price.CEOCompensationMix
NEO*
FORMER CEO Compensation
Mix*
Other NEOs** Compensation Mix 
* The chart above does not include Mr. Schultz, who, in connection with his appointment as interim chief executive officer, received a base salary of only $1, and was not eligible to earn an annual cash incentive award under the Annual Incentive Bonus Plan, and did not receive any equity award grants.** This chart also does not include Mr. Narasimhan, who did not commence employment with the Company until October 1, 2022, the day immediately preceding the end of fiscal 2022.
12 PROXY SUMMARY*Excludes Mr. Maw who retired on November 30, 2018.Strong Governance Standards and Best PracticesThe Compensation Committee of our board of directors is fully engaged to respond to the dynamic business environment in which we operate. As discussed in the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement, the Compensation Committee acts to:●Adapt our compensation program to match the needsStrong Governance Standards and Best PracticesThe Compensation and Management Development Committee (“Compensation Committee”) of our business●Attract and retain top talent in a dynamic and challenging business environment●Foster long-term shareholder value creation and pay-for-performance alignment by creating meaningful equity incentives linkedboard of directors is fully engaged to rigorous financial objectives●Mitigate compensation-related riskrespond to the organization●dynamic business environment in which we operate. As discussed in the Compensation Discussion and Analysis section of this proxy statement, the Compensation Committee acts to: •Conduct an annual say-on-pay advisory vote and regularly engage with shareholders on executive compensation•Adapt our compensation program to match the needs of our business•Attract and retain top talent in a dynamic and challenging business environment•Foster shareholder value creation and pay-for-performance alignment by creating meaningful cash and equity incentives linked to rigorous financial objectives•Mitigate compensation-related risk to the organizationEffective Program Design●Effective Program Design•Competitive total rewards package benchmarked against comparable peers●•Vast majority of executive pay is at risk and/or based on performance, primarily in the form of stock-based compensation●•Combination of absolute and relative performance metrics in incentive programs•Promotion of retention through multi-year vesting of stock awards●Rigorous stock•Stock ownership guidelines●Robust clawback policy,● including rigorous share ownership requirements •Clawback policy that covers cash and equity•No hedgingfixed-term or pledgingevergreen employment agreements; No severance agreements•Incorporation of ESG goals into our short-term and long-term incentive plans (including inclusion and diversity goals)•Double-trigger equity acceleration upon a change-in-control•Our insider trading policy prohibits short sales and derivative transactions in Starbucks stock•No tax gross-ups upon a change-in-control or on perquisites or benefits•No excessive executive perquisites•No executive pension plans or supplemental executive retirement plans●2023 PROXY STATEMENTNo single-trigger change-in-control equity acceleration provisions●No change-in-control severance or tax gross-ups●No above-market perquisites132020 PROXY STATEMENT 13PROXY SUMMARYChangesGLOBAL ENVIRONMENTAL AND SOCIAL IMPACTINTRODUCTIONWhen Starbucks opened in 1971, our vision for success included becoming a different kind of company with a mission to 2019 Incentive Plan DesignEXECUTIVE MANAGEMENT BONUS PLAN (“ANNUAL INCENTIVE BONUS PLAN”)
Leadership Stock Plan (Long-term)Performance-Based Restricted Stock Units (“PRSUs”) Design.In responseStarting in fiscal 2022, we embarked on an ambitious journey to shareholder feedback and consistentreinvent ourselves, building on more than 50 years of global impact with our focus on strategic performancepartners and coffee at the core of our business. This journey includes making key investments in ESG strategies that will drive longer-term TSR, beginninghelp us uplift our partners and customers, give back more than we take from our planet, create responsible growth for our company, and operate in a manner that supports the resilience of our business.We work to improve our communities and our planet and advance our ESG strategies with PRSUs grantedthe same creativity and consistency our partners bring to their work every day. Three priorities guide our ongoing efforts to evolve the way we sustainably operate, grow, and enhance our business: (1) Investing in our Partners, (2) Building a More Sustainable, Equitable, and Resilient Future for Coffee and our Communities and Planet, and (3) Leadership and Governance.1PRIORITY 1: INVESTING IN OUR PARTNERSAt Starbucks, we are working side-by-side with partners to create meaningful change. Our shared vision2 is a better future for each other, our customers and the communities we serve. We invest in our partners because we know that when we put them first—and work to exceed their expectations—the result is a great experience for our customers and communities. Our world-class benefits are designed to meet the needs of our partners in our different markets and are generally available to full- and part-time partners. In the U.S., those benefits include comprehensive health coverage, mental health benefits, retirement plans with company match, Bean Stock, our equity reward program, 100 percent tuition coverage for a first-time bachelor’s degree and more.3Starbucks took significant action in fiscal 2019, the Compensation Committee lengthened the performance period from two years2022 to three yearsimprove our partners’ experience through increased wages, additional training, and will use EPScomprehensive benefits. Our wage increases and a relative TSR modifier to determine payout. Annual EPS performance will be averaged over three years to determine baseline payout, and three-year relative TSR performance versus the S&P 500 will modify the award.Restricted Stock Units (“RSUs”) Design.The Compensation Committee further determined it was important to provide additional emphasis on building executive ownership and encouraging retention. Accordingly, the Compensation Committee determined that, beginningtraining program expansion for U.S. retail partners in fiscal 2019,2022 totaled $1 billion, and we updated our family expansion reimbursement benefit, while also introducing access to financial well-being tools and the portion of long-term incentives previously awardedopportunity to executive officers in stock options (40% of long-term award value) would be delivered instead in time-based RSUs.LEADERSHIP STOCK PLAN
14 PROXY SUMMARYFor Us,Starbucks effort to improve our partners’ experience is founded on a deep commitment to advance inclusion, diversity, and equity—and the Pursuit of Profit is Consistentbelief that we are at our best when we create inclusive and welcoming environments, where we uplift one another with the Pursuit of Doing Good.Helping people thrive supports the long-term sustainability of the premium products we provide. Whether it’sarabicacoffee, tea, cocoa or manufactured goods, wedignity, respect, and kindness. We are committed to offering high-quality, ethicallyhiring from communities that may face barriers to employment, including people of color, Veterans and sustainably produced products.has consistently reported performance against its social impact commitmentsaims to achieve and maintain gender pay equity in all global company-operated markets annually, in addition to racial pay equity in the related impacts of its global business operations. Since 2001, we have publicly reported socialUnited States. We commit to transparent data collection and environmental performance metrics inreporting on our Global Social Impact Report on an annual basis,hiring practices, partner demographics, and partner support initiatives to hold us accountable as we continue to optimizebuild a diverse and inclusive company. For example, Starbucks began publishing regular Civil Rights Assessments4 in 2019 to address our progress and present recommendations for reaching new heights in our work to develop and sustain an inclusive, diverse workforce.PRIORITY 2: BUILDING A MORE SUSTAINABLE, EQUITABLE, AND RESILIENT FUTURE FOR COFFEE AND OUR COMMUNITIES AND PLANETWe are building a more sustainable, equitable, and resilient future for coffee and our communities and planet. We will create that future with a deep commitment to global human rights and responsible and ethical sourcing, community leadership from our partners, and a focus on giving more than we take from the planet.Starbucks takes seriously our commitment to responsible and ethical sourcing led by Coffee and Farmer Equity (“C.A.F.E.”)5 Practices, the company’s third-party verification program, and the cornerstone of our approach to ethical sourcing. We believe in investing in the health and well-being of the nearly 500,000 farmers who grow high-quality arabica coffee from diverse regions around the world as we work together to ensure a sustainable future of coffee for all.For example, the Starbucks Global Farmer Fund was created to improve supply chain resiliency and ensure a long-term supply of coffee by addressing the unmet business financing needs of farmers. Starbucks is also working to deliver 100 million disease-resistant coffee trees to farmers globally. Together, we help farmers increase their productivity, quality of life, and profitability by driving solutions that support our communities globally and support a healthy planet.Starbucks global commitment to fundamental human rights is a core component of how we live our mission and values wherever we do business around the world.6 We respect the inherent dignity of all people and seek to enable partners to do their best work by embracing and valuing the unique combination of talents, experiences, and perspectives they each bring to our work. Our goal is to be one of the most inclusive companies globally, working toward full equity, inclusion, and accessibility for those whose lives we touch.Starbucks strives to give back more than we take from our planet. This priority includes a commitment to operating our business in a way that is environmentally sustainable. Starbucks is working to cut our carbon, water, and waste footprints by half by 2030. We can only achieve these ambitious goals by working together with our stakeholders—every partner, supplier, farmer, and customer is part of our journey.Our work to uplift one another extends beyond our partners to the communities we serve around the world. With our partners, we are strengthening our communities and co-creating a more resilient future. From Neighborhood Grants nominated by partners who know their neighbors and communities best, to our commitment to farmers around the globe, to championing their communities, Starbucks partners are deeply invested in their communities.14 PROXY SUMMARYAnd our commitment to build a more equitable, sustainable, and resilient future includes a commitment to the environment. Starbucks strives to give more than we take from the planet and to cut our carbon, water, and waste footprints by half by 2030. We can only achieve these ambitious goals by working together with our stakeholders—every partner, supplier, farmer, and customer is part of our journey.PRIORITY 3: LEADERSHIP AND GOVERNANCEStarbucks strives to lead by example. Our commitment to transparency, intentionality, and accountability underpins all our efforts to share extensive data on our progress against our ambitious ESG goals, business practices, work in sustainability, and our commitment to the communities we serve. As part of that commitment, since 2001, Starbucks has proactively published the Global Environmental & Social Impact report, an annual fiscal year update on key ESG programs and progress.We promote ethical leadership and business practices to deliver our very best in all we do, while holding ourselves accountable for results. Our board and its committees are responsible for overseeing the effectiveness of our global environmental and social impact strategy. We govern our sustainability commitments through the Global Environmental Council, which is comprised of senior leaders across Starbucks whose compensation is tied to performance against our goals. We continue to implement an executive compensation program that includes benchmarks for achieving sustainability goals and building inclusive and diverse teams. All Starbucks partners are governed by internal policies addressing ethics and human rights issues, including Anti-Harassment, Anti-Discrimination, Conflicts of Interest, Gifts & Entertainment, Anti-Bribery, and Equal Employment Opportunity. And, we practice rigorous data collection, including third-party data verification, to ensure our reporting is accurate and representative of the great strides we are making to support our partners, customers, communities, and planet.Starbucks is also committed to being a force for global good by advancing equity and civic engagement so our partners can share their vision for stronger communities. In the U.S., we provide transparenttools and accurate information. In addition, Starbucks annually submits performanceresources for partners to ensure their voice is heard in each and dataevery election. Globally, we work with partners, licensees, and business partners to key industry-recognized reports such asadvocate for policies that support our partners, the Dow Jones Sustainability Indexhealth of our business and the Carbon Disclosure Project annual carbon emissions report.Our annualcommunities we serve through the lens of our Mission and Values.Starbucks is building on over 50 years of great business through the lens of humanity to a future of exceptional service—service to our partners, service to our customers, and service to our planet. We believe this focus will support the success of our business and drive value for our shareholders as we continue to pursue our strategic priorities.1 Additional programmatic updates and performance against these priorities and publicly stated goals will be shared in Starbucks forthcoming FY22 Global Environmental and Social Impact Report focuses on three key areas that are critical to our business: leading in sustainability, strengthening communitiesReport.2 Starbucks. (2022, November 21). One.Starbucks. https://one.starbucks.com/3 Starbucks. (2022, November 22). Benefits and creating pathways to opportunity.Perks. https://www.starbucks.com/careers/working-at-starbucks/benefits-and-perks/Here is a Summary of Our Social Impact Activities:4 Starbucks. (2022, November 21). Starbucks Civil Rights Assessments. https://stories.starbucks.com/stories/civil-rights-assessments/5 Starbucks. (2022, November 22). Coffee. https://www.starbucks.com/responsibility/sourcing/coffee/6 Starbucks. (2020, November 17). Global Human Rights Statement. https://stories.starbucks.com/press/2020/global-human-rights-statement/
LEADING IN SUSTAINABILITYOur vision issustainable coffee, served sustainably.Responsible Coffee
Coffee Sourcing CommitmentToday, 99% of our coffee is verified as ethically sourced by Conservation International.We are committed to our goals of reaching 100% ethically sourced coffee, working as part of the Sustainable Coffee Challenge to make coffee the world’s first sustainable agricultural product and improving the lives of at least one million people in coffee communities around the world.
Planting Coffee TreesThanks to our partners and customers, more than 40 million disease-resistant coffee trees have been donated to coffee farmers to help improve the quality and yields of their harvests. Our goal is to provide 100 million of these coffee trees to farmers by 2025.
Open-Source AgronomyOur Global Agronomy Center at Hacienda Alsacia in Costa Rica and nine Farmer Support Centers provide open-source training and other resources to coffee farmers around the world. Our goal is to train 200,000 coffee farmers by the end of 2020.
Starbucks Global Farmer Fund and Relief FundsWe have invested nearly $50 million in the Starbucks Global Farmer Fund to support farmers, and this comes in addition to relief funds, such as the $20 million we provided in 2019 to many of our smallholder coffee farmers in Latin America who experienced the effects of low global coffee prices.
The Starbucks Foundation Origin GrantsWe are supporting women and families in coffee- and tea-growing communities by making donations to The Starbucks Foundation, which has provided approximately $25 million in Origin Grants that focus on strengthening leadership skills and income-generating activities as well as creating healthier homes.Greener Retail
Greener Cups and PackagingWe are working across our industry through the NextGen Consortium to develop an open-source solution to use a more widely recyclable and compostable cup, and to improve recycling and composting infrastructure. Our goal is to develop 100% compostable and recyclable cups by 2022. We are committed to doubling the recycled content, recyclability and reusability of our cups and packaging by 2022 and eliminating the use of plastic straws globally by the end of 2020.
Greener StoresStarbucks operates more than 1,600 LEED®-certified stores around the world. Now in partnership with the World Wildlife Fund, we are going further with an open-source Greener Stores framework for development and operation. Our goal is to build and operate 10,000 Greener Stores by 2025.
Greener PowerStarbucks purchases enough renewable energy to power 100% of its company-operated stores in the U.S., Canada and the UK with clean energy. Worldwide, more than three-quarters of Starbucks operations are powered by renewables. Our next step has been not just to buy renewable energy, but to invest in solar and wind farms, which supports access to green power in the communities where we operate. We are now working to source 100% renewable energy for global store operations as well as our global supply chain, headquarters and office locations.
Greener ApronsMore than 17,000 Starbucks partners around the world have enrolled in the Greener Apron sustainability training program through Starbucks Global Academy.2020 PROXY STATEMENT 15PROXY SUMMARY
STRENGTHENING COMMUNITIESSince its beginning, Starbucks set out to be a company that creates meaningful connection in our stores andpositive impact in the communities where we live and work.
Rescue Unsold Food Available to DonateStarbucks®FoodShare program, which launched in 2016 in partnership with Feeding America, packages eligible unsold food and delivers the meals to non-profits. Starbucks has a goal to rescue 100% of the unsold food available from its U.S. company-operated stores by the end of 2020. Currently, around 60% of stores participate, and more than 20 million meals have been donated through the program. Internationally, similar programs exist in several markets, and interest in the model continues to grow.
Local and Community-Centric Economic DevelopmentGlobally, we have invested in more than a dozen Community Stores, which provide extra services and resources specific to their communities. We have also invested globally in four Signing Stores for people who are deaf and hard of hearing. In the U.S., we have invested in 65 Military Family Stores. All these store formats help demonstrate our desire not only to provide the best experience we can for our customers, but also to help have a positive impact on and strengthen the communities we serve.In 2019, we led an innovative social impact investment in Chicago, partnering with Community Development Financial Institutions to invest $10 million in small business development loans with a focus on the city’s underserved communities.Following a successful test, we have launched The Starbucks Foundation Service Fellows, where 100 Starbucks hourly store partners work 20 hours in their store each week while spending another 20 hours with a local non-profit in one of 20 U.S. cities. The program is catalytic in communities that need support and provides an opportunity for Starbucks partners to pursue their personal passion to get involved in their communities.
The Starbucks Foundation GrantsIn fiscal 2019, The Starbucks Foundation supported communities around the world with nearly $16 million in grants, including Neighborhood Grants in the U.S. and Canada, which allow store partners to provide grants to local non-profit organizations that are meaningful in their communities. These grants are enabled by donations from Starbucks.
CREATING PATHWAYS TO OPPORTUNITYStarbucks has and continues to look tocreate pathways to opportunityfor our partners and others in our communities.
Diversity, Equity and InclusionAt Starbucks, our work begins with a commitment to creating a welcoming and inclusive third place. In 2019, we published a Civil Rights assessment that evaluated our ongoing efforts related to diversity, equity and inclusion and how they support our mission and values. The report has helped anchor our commitment to creating a culture of belonging for our customers, our partners and the communities they serve.The report, conducted by Covington & Burling LLP under the leadership of the former Attorney General Eric Holder, includes updates on some of our newer initiatives and current commitments, as well as recommendations to strengthen our current programs, policies and initiatives.We have already implemented several recommendations in this report. We will continue to welcome our partners, customers, civil rights and community leaders, along with our newly hired chief inclusion & diversity officer, to advise us along this journey and help us create a third place where everyone feels welcome. We maintain an equity and inclusion timeline to document our progress.We have been recognized as a top employer for LGBTQ workplace equality, achieved a 100% rating from the Human Rights Campaign’s Corporate Equality Index, and have been recognized as a Best Place to Work for Disability Inclusion by the Disability Equality Index.
Global Gender Pay EquityStarbucks has achieved — and maintained — 100% pay equity for women and men and people of all races performing similar work in the U.S. In 2018, when we first hit that milestone, we also announced that we are committed to reaching 100% gender pay equity for our all partners in Starbucks company-operated markets globally. A year later, we verified that we reached that goal in China and Canada — and are continuing our work around the world.Leveraging our experience working to achieve gender equity in pay in the U.S. and other markets, we have formulated pay equity principles — equal footing, transparency and accountability — that other employers can implement to help address known, systemic barriers to global pay equity. In the U.S., we have also established best practices supporting each of these principles. Going forward, we will establish global practices as well.At the senior leadership level, our board is currently comprised of 38% women, four of whom are members of minorities groups. We are working toward goals of having women occupy 50% of vice president and above roles by the end of 2020, and an increase of 50% over 2015 of people of color in these roles.16 PROXY SUMMARY
Supplier Diversity and InclusionStarbucks maintains a Supplier Diversity and Inclusion program that seeks to provide qualified women-, minority-, people with disabilities-, veteran- and small (8(a) and HUBZone)-owned suppliers with an equal opportunity to compete for our business. In particular, the program works to identify and deliver high-quality products and services across all business channels while fostering economic development in the communities Starbucks serves.Since first reporting our purchases with diverse suppliers in 2000, we have awarded over $7.5 billion of business to diverse suppliers. In fiscal 2019, we spent $703 million with diverse suppliers, which is an increase of $104 million over the previous year.
Health Benefits Including Mental HealthStarbucks has pioneered innovative benefits for our full- and part-time partners. Starbucks benefits package in the U.S. is available to eligible partners who work at least 20 hours a week and includes comprehensive and affordable health insurance, a tuition-free college degree program, equity in the form of stock, paid parental leave, child and adult back-up care and more. We offer coverage for transgender procedures, which we developed in partnership with the World Professional Association for Transgender Health. We offer reimbursement for uncovered fertility services and adoption expenses, and in 2019, we added reimbursement for uncovered surrogacy and intrauterine insemination.Also in 2019, we announced a mental health initiative for the U.S. and Canada. It includes efforts to break the stigma around mental health needs through powerful partnerships and advocacy with organizations such as the Born This Way Foundation and Team Red White & Blue, connecting partners to quality care that meets their specific needs and providing unprecedented training to 12,000 store managers on an ongoing basis.Internationally, we customize our compensation packages to remain competitive and responsive to partners’ feedback. For example, for partners in our company-operated stores across Mainland China, we offer a critical illness insurance plan for their parents.
Graduate 25,000 Partners by 2025 and Increase Accessibility and PerformanceStarbucks College Achievement Plan is helping partners complete their education through Arizona State University (“ASU”) online. More than 3,000 partners have graduated to date with over 13,000 partners participating in ASU’s online degree programs. We are proud to continue to lead the way in this area, providing 100% tuition reimbursement to partners that work an average of 20 hours or more.
Achieved Goal of Hiring 25,000 Veterans and Military Spouses by 2025To date, we have hired over 26,000 veterans and military spouses, and our goal from now on is to hire 5,000 each year.
Hire 10,000 Refugees Globally by 2022
Hire 100,000 Opportunity Youth by the end of 2020To date, we have hired over 96,000 Opportunity Youth.For more information, please visitwww.starbucks.com/responsibilityandhttps://stories.starbucks.com.2020 PROXY STATEMENT 1724, 202027, 2023, in connection with the solicitation of proxies by our board of directors for the Starbucks Corporation 20202023 Annual Meeting of Shareholders. At Starbucks and in this proxy statement, we refer to our employees as “partners.” Also in this proxy statement, we sometimes refer to Starbucks as the “Company,” “we”“we,” or “us,” and to the 20202023 Annual Meeting of Shareholders as the “Annual Meeting.” When we refer to the Company’s fiscal year, we mean the annual period ending on the Sunday closest to September 30 of the stated year. Information in this proxy statement for 20192022 generally refers to our 20192022 fiscal year, which was from October 1, 20184, 2021, through September 29, 2019October 2, 2022 (“fiscal 2019”2022”).VOTING INFORMATIONRecord Date.The record date for the Annual Meeting is January 10, 2020.13, 2023. On the record date, there were 1,173,997,4021,148,558,716 shares of our common stock outstanding and there were no outstanding shares of any other class of stock.Voting Your Proxy.Holders of shares of common stock are entitled to cast one vote per share on all matters. Proxies will be voted as instructed by the shareholder or shareholders granting the proxy. Unless contrary instructions are specified, if the proxy is completed and submitted (and not revoked) prior to the Annual Meeting, the shares of Starbucksour common stock represented by the proxy will be voted: (i)FORvoted as shown in the election of each of the thirteen director candidates nominated by the board of directors; (ii)FORthe approval of the advisory resolution on our executive compensation; (iii)FORthe ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 27, 2020 (“fiscal 2020”); (iv)AGAINSTthe shareholder proposal regarding EEO policy risk report;table below and (v) in accordance with the best judgment of the named proxies on any other matters properly brought before the Annual Meeting.Proposal No. Vote BoardRecommendationBroker Non-vote Vote Requiredfor ApprovalAdvisoryProposal?Effect ofAbstentionsand BrokerNon-votes1 Election of each of the eight director nominees. FOR This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.Majority of votes cast No No effect 2 Approval, on a nonbinding, advisory basis, of the compensation paid to our named executive officers. FOR This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.Majority of votes cast Yes No effect 3 Approval, on a nonbinding, advisory basis, of the frequency of future advisory votes on executive compensation. FOR EVERY YEAR This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.Majority of votes cast Yes No effect 4 Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 1, 2023. FOR This matter is routine, thus if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you.Majority of votes cast Yes Abstention has no effect and broker has discretion to vote 5 Shareholder proposal regarding a report on plant-based milk pricing. AGAINST This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.Majority of votes cast Yes No effect 6 Shareholder proposal regarding ceo succession planning policy amendment. AGAINST This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.Majority of votes cast Yes No effect 7 Shareholder proposal regarding annual report on company operations in China. AGAINST This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.Majority of votes cast Yes No effect 8 Shareholder proposal regarding assessment of worker rights commitments. AGAINST This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.Majority of votes cast Yes No effect 9 Shareholder proposal regarding creation of Board committee on corporate sustainability. AGAINST This matter is non-routine, thus if you hold your shares in street name, your broker may not vote your shares for you.Majority of votes cast Yes No effect 16 PROXY STATEMENTRevoking Your Proxy.If you are a registered shareholder (meaning a shareholder who holds shares issued in his or hertheir name and therefore appears on the Company’s share register) and have executed a proxy, you may revoke or change your proxy at any time before it is exercised by: (i) executing and delivering a later-dated proxy card to our corporate secretary prior to the Annual Meeting; (ii) delivering written notice of revocation of the proxy to our corporate secretary prior to the Annual Meeting; or (iii) attending and voting in person at the Annual Meeting. Attendance at the Annual Meeting, in and of itself, will not constitute a revocation of a proxy. If you voted by telephone or the Internet and wish to change your vote, you may call the toll-free number or go to the website provided on the next page, as may be applicable in the case of your earlier vote, and follow the directions for revoking or changing your vote. If your shares are held in the name of a broker, bank, or other holder of record, you should follow the voting instructions you receive from the holder of record to revoke your proxy or change your vote.Starbucks commonour capital stock is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client on that matter but are deemed to be present at the Annual Meeting) are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting.We have majority voting procedures for the election of directors in uncontested elections. If a quorum is present, a nominee for election to a position on the board of directors will be elected as a director if the votes cast for the nominee exceed the votes cast against the nominee. The term of any incumbent director who does not receive a majority of votes cast in an election held under the majority voting standard terminates on the earliest to occur of: (i) 90 days from the date on which the voting results of the election are certified; (ii) the date the board of directors fills the position; or (iii) the date the director resigns. If a quorum is present, the approval of the nonbinding, advisory resolutionvote on the compensation paid to our named executive officers, the approval of the nonbinding, advisory vote on the frequency of advisory votes on executive compensation, the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm, and the approval of allany shareholder proposals,proposal, and any other matters that properly come before the meeting, require that the votes cast in favor of such actions exceed the votes cast opposingagainst such actions. The following will not be considered votes cast and will not count in determining the election of any director nominee or approval of the other proposals: (i) broker non-votes; (ii) a share whose ballot is marked as abstain; (iii) a share otherwise present at the Annual Meeting but for which there is an abstention; and (iv) a share otherwise present at the Annual Meeting but which is not voted.Unless you provide voting instructions to any broker holding shares on your behalf, your broker may not use discretionary authority to vote your shares on any of the matters to be considered at the Annual Meeting other than the ratification of our independent registered public accounting firm. Please vote your proxy so your vote can be counted.Proxies and ballots will be received and tabulated by a representative of Broadridge Financial Services,Solutions, Inc., our inspector of elections for the Annual Meeting.Even if you plan to attend our Annual Meeting in person, pleasePlease cast your vote as soon as possible. Make sure to have your proxy card or voting instruction form (VIF)VIF in hand:
By internetgo towww.proxyvote.com;By toll-free telephone
from the United States, U.S. territories, and Canada —Canada: call 1-800-690-6903;By mail(if (if you received a paper copy of the proxy materials by mail): mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope; orBy scanningthe QR code using your mobile device.18 PROPOSAL 1 – ELECTION OF DIRECTORSPROPOSAL 12023 PROXY STATEMENT 17 PROPOSAL 1ELECTION OF DIRECTORSOur board of directors regularly reviews and assesses its composition to evaluate the right mix of experience, qualifications, skills, tenure, and diversity. The Nominating and Corporate Governance Committee believes that board refreshment is critical as the Company transitions its leadership to a new chief executive officer, continues the implementation of its Reinvention Plan, and navigates a key inflection point in the emergence from the COVID-19 pandemic. In furtherance of ongoing board refreshment, the Nominating and Corporate Governance Committee is currently engaged in an ongoing recruitment process, with Beth Ford, the chief executive officer of Land O Lakes, being nominated to stand for election as a director at the 2023 annual meeting of shareholders. The board is committed to ensuring that it remains composed of directors who are equipped to oversee the success of the business, striving to maintain an appropriate balance of diversity, skills, and tenure in its composition, and intends to increase its gender diversity over the next few years.Our board of directors currently has 13nine members. The board of directors has nominated all 13six of the existing nine directors for election at the 2020 Annual Meeting, to serve until the 20212024 Annual Meeting of Shareholders andor until their respective successors have been elected and qualified. 10Mr. Narasimhan and Ms. Ford are first-time nominees to our board of directors. Mr. Narasimhan’s offer letter setting forth the terms of his employment provides that he will be nominated for election as a director at each annual meeting of shareholders following his appointment as chief executive officer. Assuming the election of each of our director nominees, our board of directors will have eight members following the Annual Meeting. Isabel Ge Mahe, Clara Shih, and Joshua Cooper Ramo have not been renominated and their service on our board will end at the 2023 Annual Meeting of Shareholders. Ms. Ge Mahe, Ms. Shih, and Mr. Ramo have been valuable members of the 13Board since 2019, 2011, and 2011, respectively, and our board and Starbucks wish them the best in their future endeavors. Starbucks and their fellow directors were elected atsincerely appreciate the 2019 Annual Meeting.Unless otherwise directed, the persons named in the proxy as proxyholders intend to vote all proxiesFORthe election of the nominees, as listed below, each of whom has consented to serve as a director if elected. If, at the time of the Annual Meeting, any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the board of directors, unless the board chooses to reduce its own size. The board of directors has no reason to believe that any of the nominees will be unable or will decline to serve if elected. Proxies cannot be voted for more than thirteeneight persons since that is the total number of nominees.18 PROPOSAL 1 – ELECTION OF DIRECTORSSTARBUCKS BOARD OF DIRECTORSWe believe that our directors should satisfy severala number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in board activities, and other attributes discussed below in “OurOur Director Nominations Process”Process section on page 31.33. We also endeavor to have a board that represents a range of qualities,qualifications, skills, and depth of experience in areas that are relevant to and contribute to the board’s oversight of the Company’s global activities. Following the biographical information for each director nominee, we describe the key experiences, qualifications, skills, and attributes the director nominee brings to the board that, for reasons discussed in the chart below, are important to Starbucks businesses and structure. The board considered these key experiences, qualifications, skills, and attributes, and the nominees’ other qualifications in determining to recommend that they be nominated for election.Experience/Qualifications/Skills/Attributes
Industry Experience As the premier roaster, marketer, and retailer of specialty coffee in the world, we seek directors who have knowledge of and experience in the consumer products, retail, food, and beverage industries, which is useful in understanding our product development, retail, and licensing operations. 
Financial/Capital Allocation Experience As a large public company, Starbucks is committed to strong financial discipline, effective allocation of capital, an appropriate capital structure, risk management, legal, and regulatory compliance, and accurate disclosure practices. We believe that directors who have senior financial leadership experience at large global organizations and/orand financial institutions, and directors who are experienced allocators of capital are instrumental to Starbucks success.
Gender, Ethnic, or National Diversity We value representation of gender, ethnic, geographic, cultural, and other perspectives that expand the board’s understanding of the needs and viewpoints of our customers, partners, governments, and other stakeholders worldwide. 
Brand Marketing Experience We believe it is important for ourseek directors to havewith brand marketing experience because of the importance of image and reputation in the specialty coffee business, and our objective to maintain Starbucks standing as one of the most recognized and respected brands in the world.
International Operations & Distribution Experience Starbucks has a strong global presence. The Company operateshas a presence in over 31,00035,000 stores in over 80 markets.83 markets around the globe. Accordingly, we value international operations and distribution experience, is important for our directors to have, especially as we continue to expand globally and develop new channels of distribution.
DomesticGovernmental & International Sustainability and Public Policy ExperienceWe believe that it is important for ourseek directors to havewith domestic and international experience in corporate responsibility, sustainability, and public policy to help us address significant public policy issues, adapt to different business and regulatory environments, and facilitate our work with governmentsvarious governmental entities and non-governmental organizations all over the world. This experience is particularly relevant during times of increased volatility in global politics and economics.
Technology Experience Our business has become increasingly complex as we have enhanced our offerings, expanded our global footprint, and increased online customer ordering capabilities. This increased complexity requires a sophisticated level of technology resources and infrastructure as well as technological expertise. And, as a consumer retail company, it is important for ourwe seek directors towho have digital and social media experience, which can provide insight and perspective with respect to our various business functions.
Human Capital Management Experience At Starbucks, our people are one of our most valuable assets. We seek to live our values through the culture we develop with our partners and our customers. It is important that ourWe value directors havewith experience managing and developing values and culture in a large global work forceworkforce so that we can continue to live our mission to inspire and nurture the human spirit – spirit—one person, one cup, and one neighborhood at a time.
Corporate Social Responsibility Experience We believe that directors who have experience in advocating for gender and racial equality, human rights, and effective corporate citizenship ensure that the Company remains at the forefront of advancing social justice, diversity, and inclusivity. Environmental/Climate Change Experience We value directors with experience in environmental and climate change topics strengthens the board’s oversight and assures that strategic business imperatives and long-term value creation for shareholders are achieved within a responsible and sustainable business model. 
Public Company Board Experience Directors who have served on other public company boards can offer advice and perspective with respect to board dynamics and operations, relations between the board and Starbucks management, and other matters, including corporate governance, executive compensation, risk management and oversight of strategic, operational, compliance-related matters, and relations with shareholders. 
Senior Leadership Experience We believe that it is important for our directors to have served in senior leadership roles at other organizations, which demonstrates strong abilities to motivate and manage others, to identify and develop leadership qualities in others, and to manage organizations. Starbucks global scale and complexity requires aligning multiple areas of operations, including but not limited to, marketing, merchandising, supply chain, human resources, real estate, and technology. SeniorDirectors with senior leadership experience is necessaryare uniquely positioned to ensurecontribute practical insight into business strategy and operations, and support the achievement of strategic priorities and objectives.20202023 PROXY STATEMENT 19 PROPOSAL 1 – ELECTION OF DIRECTORSBoard SnapshotINDEPENDENCEDIRECTOR TENUREAGE DISTRIBUTIONDIVERSITY
Average Director Tenure:6 yearsAverage Age:54Board Nominee Skills MatrixThe table below summarizes the key experience, qualifications, and attributes for each director nominee and highlights the balanced mix of experience, qualifications, and attributes of the board as a whole. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the board. No individual experience, qualification, or attribute is solely dispositive of becoming a member of our board.
IndustryExperienceFinancial/CapitalAllocationExperienceGender,Ethnic orNationalDiversityBrandMarketingExperienceInternationalOperations &DistributionExperienceDomestic &InternationalSustainabilityand PublicPolicyExperienceTechnologyExperienceHumanCapitalManagementExperiencePublicCompanyBoardExperienceSeniorLeadershipExperienceRichard E. Allison, Jr.
Rosalind G. BrewerAndrew CampionMary N. DillonIsabel Ge MaheMellody HobsonKevin R. JohnsonJørgen Vig KnudstorpSatya NadellaJoshua Cooper RamoClara ShihJavier G. TeruelMyron
Industry
ExperienceFinancial/
Capital
Allocation
ExperienceGender,
Ethnic, or
National
DiversityBrand
Marketing
ExperienceInternational
Operations &
Distribution
ExperienceGovernmental
& Public
Policy
ExperienceTechnology
ExperienceHuman
Capital
Management
ExperienceCorporateSocialResponsibility ExperienceEnvironmental/
Climate
Change
ExperiencePublic
Company
Board
ExperienceSenior
Leadership
ExperienceRichard E. Ullman, IIIAllison, Jr.
Board Recommendation
Beth Ford Mellody Hobson Jørgen Vig Knudstorp Satya Nadella Laxman Narasimhan Howard Schultz 20 PROPOSAL 1 – ELECTION OF DIRECTORSBoard Recommendation 
The board of directors recommends that shareholders voteFORthe election of each of the nominees to the board of directors.directors described below.20 Set forth below is certain information furnished to us by the director nominees. There are no family relationships among any of our current directors or executive officers. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary, or other affiliate of Starbucks.
RICHARD E. ALLISON, JR. Independent
Age:52Director Since:2019Committees:CMDC
Caffè AmericanoRICHARD E. ALLISON, JR. has served as Chief Executive Officer and a member of the board of directors of Domino’s Pizza, Inc., the largest pizza company in the world based on global retail sales, since July 2018. He joined Domino’s in March 2011 as Executive Vice President of International and then served as President, Domino’s International from October 2014 to July 2018. During the seven years that Mr. Allison led the international division, it expanded by more than 20 countries and grew by more than 5,000 stores. Prior to joining Domino’s, Mr. Allison worked at Bain & Company, Inc. for more than 13 years, serving as a Partner from 2004 to December 2010, and as co-leader of Bain’s restaurant practice. Mr. Allison was identified as a director candidate by a third-party search firm and was then recommended to the board by the Nominating and Corporate Governance Committee.DIRECTOR QUALIFICATIONSThroughout Mr. Allison’s extensive experience in the restaurant industry, particularly his years spent at Domino’s, he has cultivated a deep understanding of the large- and small-scale operations, strategic planning initiatives, market development objectives and other critical elements of steering a global restaurant chain. The growth of Domino’s global brand under Mr. Allison’s direction highlights his strong leadership capabilities and dedication to excellence, qualities that he brings to his role as director.
ROSALIND G. BREWER group president, Americas and chief operating officer
Age:57Director Since:2017Starbucks Reserve® Christmas(Drip or Clover® brewed)ROSALIND G. BREWER has served as group president, Americas and chief operating officer since October 2017, and has been a director since March 2017. Ms. Brewer served as President and Chief Executive Officer of Sam’s Club, a membership-only retail warehouse club and a division of Walmart Inc.Age: 55Director Since: 2019Committees:CMDC (chair), a multinational retail corporation, from February 2012 to February 2017. Previously, Ms. Brewer was Executive Vice President and President of Walmart’s East Business Unit from February 2011 to January 2012; Executive Vice President and President of Walmart South from February 2010 to February 2011; Senior Vice President and Division President of the Southeast Operating Division from March 2007 to January 2010; and Regional General Manager, Georgia Operations, from 2006 to February 2007. Prior to joining Walmart, Ms. Brewer was President of Global Nonwovens Division for Kimberly-Clark Corporation, a global health and hygiene products company, from 2004 to 2006 and held various management positions at Kimberly-Clark Corporation from 1984 to 2006. She currently serves as the Chair of the Board of TrusteesNCGC
Flat WhiteRICHARD E. ALLISON, JR. has been a Starbucks director since September 2019. He served as Chief Executive Officer and a member of the board of directors of Domino’s Pizza, Inc., the largest pizza company in the world based on global retail sales, from July 2018 until April 30, 2022, then served as a senior advisor until his retirement in July 2022. He joined Domino’s in March 2011 as Executive Vice President of International and then served as President, Domino’s International from October 2014 to July 2018. During the period that Mr. Allison led the international division and served as Chief Executive Officer, Domino’s expanded by more than 20 countries and grew by more than 8,000 stores. Prior to joining Domino’s, Mr. Allison worked at Bain & Company, Inc. for more than 13 years, serving as a Partner from 2004 to 2010, and as co-leader of Bain’s restaurant practice.DIRECTOR QUALIFICATIONS
Throughout Mr. Allison’s extensive experience in the restaurant industry, particularly his years spent at Domino’s, he has cultivated a deep understanding of large- and small-scale operations, strategic planning initiatives, market development objectives, packaging and recycling initiatives, and other critical elements of steering a global restaurant chain. The growth of Domino’s global brand under Mr. Allison’s direction highlights his strong leadership capabilities and dedication to excellence, qualities that he brings to his role as director. 
for Spelman College and as a director on the Board of Directors of Amazon.com, Inc. She formerly served on the Board of Directors for Lockheed Martin Corporation and Molson Coors Brewing Company.DIRECTOR QUALIFICATIONSIn addition to her deep understanding of the Company’s day-to-day business and operations as head of the Americas business and her role as chief operating officer, Ms. Brewer brings to the board of directors extensive insight on large scale operations and supply chain logistics based on her senior leadership positions as President and Chief Executive Officer of Sam’s Club and as Executive Vice President for Walmart, as well as extensive experience in consumer products marketing and distribution.Ms. Brewer also brings to the board her vast experience in product development, product management, leadership, digital technology and innovation, international operations and distribution, the identification and nurturing of talent and the development of culture and values within organizations. She also has experience in capital allocation, productivity and optimizing margins in ways that promote sustainable growth.
ANDREW CAMPIONIndependent
Age:48
51Director Since:2019Committees:ACC (chair), CMDCBrown Sugar Oatmilk Latte Almond Milk Latté with 1 Splenda®ANDREW CAMPION has been a Starbucks director since September 2019. He has served as the Chief Operating Officer of NIKE, Inc., a multinational athletic footwear, apparel, equipment, and services corporation, since March 2020. Previously, Mr. Campion served as Executive Vice President and Chief Financial Officer of NIKE, Inc. from 2015 to 2020. From 2014 to 2015, he served as Senior Vice President, Strategy, Finance, and Investor Relations for NIKE, Inc., which he assumed in addition to his prior role as Chief Financial Officer of the NIKE Brand, to which he was appointed in 2010. Mr. Campion joined NIKE, Inc. in 2007, leading Global Strategic Planning, Global Financial Planning, and Market Intelligence. From 1996 to 2007, he held leadership roles in strategic planning, mergers and acquisitions, financial planning and analysis, operations planning, investor relations, and tax at The Walt Disney Company, a multinational mass media and entertainment corporation. Mr. Campion also currently serves on the Board of Directors of The Springhill Company, the Board of Directors of the Los Angeles 2028 Olympic and Paralympic Games, and the Board of Advisors of the UCLA Anderson Graduate School of Management.DIRECTOR QUALIFICATIONS
As a chief operating officer and former chief financial officer of a large multinational company, Mr. Campion has a broad range of leadership experience in the public company sector, including overseeing global brand and business growth strategies, operational excellence, environmental sustainability efforts, talent and team development, and enterprise financial management. His background in finance and law enables him to provide unique macro- and micro-level insights into business decisions and their potential impact on the Company’s strategic objectives. Mr. Campion brings his deep knowledge of investor relations, among his other skills and passions, to his role as director.ANDREW CAMPION has served as the Executive Vice President and Chief Financial Officer of NIKE, Inc., a multinational athletic footwear, apparel, equipment and services corporation, since 2015. Mr. Campion was appointed Senior Vice President, Strategy, Finance and Investor Relations for NIKE, Inc. in 2014. This role was assumed in addition to Mr. Campion’s prior role as Chief Financial Officer of the NIKE Brand, a role to which he was appointed in 2010. Mr. Campion joined NIKE, Inc. in 2007, leading Global Strategic Planning, Global Financial Planning and Market Intelligence. From 1996 to 2007, he held leadership roles in strategic planning, mergers and acquisitions, financial planning and analysis, operations planning, investor relations and tax at The Walt Disney Company, a multinational mass media and entertainment corporation. Mr. Campion was identified as a director candidate by a third-party search firm and then recommended to the board by the Nominating and Corporate Governance Committee.
DIRECTOR QUALIFICATIONSAs a CFO of a large multinational company, Mr. Campion has a broad range of leadership experience in the public company sector, including overseeing financial development, implementing overall growth and spearheading new business relationships and synergies to strengthen brand value and visibility. His background in finance and law enables him to provide unique macro- and micro-level insights into business decisions and their potential impact on the Company’s strategic objectives. Mr. Campion brings his deep knowledge of investor relations, among his other skills and passions, to his role as director on the board.
21 2020 PROXY STATEMENT 21PROPOSAL 1 – ELECTION OF DIRECTORSMARY N. DILLON Independent
Age:58Director Since:2016Committees:CMDC (chair), NCGC
Nitro Cold Brew with Sweet CreamMARY N. DILLON has been a Starbucks director since January 2016. Since July 2013, Ms. Dillon has served as Chief Executive Officer and a member of the Board of Directors of Ulta Beauty, Inc., a beauty products retailer. Prior to joining Ulta Beauty, she served as President and Chief Executive Officer and a member of the Board of Directors of United States Cellular Corporation, a provider of wireless telecommunications services, beginning in June 2010. Prior to joining U.S. Cellular, Ms. Dillon served as Global Chief Marketing Officer and Executive Vice President of McDonald’s Corporation from 2005 to 2010, where she led the company’s worldwide marketing efforts and global brand strategy. Prior to joining McDonald’s, Ms. Dillon held several positions of increasing responsibility at PepsiCo Corporation, including as President of the Quaker Foods division from 2004 to 2005 and as Vice President of Marketing for Gatorade and Quaker Foods from 2002 to 2004. Ms. Dillon also currently serves on the Board of Directors of KKR & Co. Inc. and previously served on the Board of Directors of Target Corporation.DIRECTOR QUALIFICATIONSAs CEO of a large publicly traded company and with her executive leadership experience, Ms. Dillon provides the board with top-level leadership perspective in organizational management and operations as well as capital allocation. With over thirty years of experience with large consumer-driven businesses, Ms. Dillon brings to the board her unique insights into the management of complex organizations and the development and motivation of employees in today’s evolving retail environment. She also possesses valuable knowledge and expertise in brand marketing and strategy.
ISABEL GE MAHE Independent
Age:45Director Since:2019Committees:NCGC Flat WhiteISABEL GE MAHE has served as the Vice President and Managing Director of Greater China of Apple Inc., a multinational technology company, since 2017. In addition to providing leadership and coordination of Apple’s Greater China-based teams, she is a key influencer on China-inspired product features. From 2008 through 2017, Ms. Ge Mahe served as Apple’s Vice President of Wireless Technologies. Before joining Apple, she served as Vice President of Wireless Software Engineering at Palm, Inc., a computer software and hardware company, and held key technical and managerial positions at other wireless companies. Ms. Ge Mahe was identified as a director candidate by a third-party search firm and then recommended to the board by the Nominating and Corporate Governance Committee.DIRECTOR QUALIFICATIONSMs. Ge Mahe brings her unique background in the technology sector and Asian markets to her role as a director. As the Company continues its growth into these very markets and expands its technology-based strategies for information aggregation and consumer engagement, Ms. Ge Mahe’s knowledge will be invaluable. Her experience at Apple and Palm exemplify both technical expertise and managerial skills, including guiding individual employees and broader regional divisions to meet consumer need and reach company-wide metrics for success. She is listed as one of Fortune Magazine’s “Most Powerful Women International.”
BETH FORD IndependentAge: 58Director NomineeVanilla Red Eye With Whole MilkBETH FORD serves as president and chief executive officer of Land O’Lakes, Inc., a Fortune 200 food production and agribusiness company that is also a century-old farmer-owned cooperative. Land O’ Lakes operates Land O’Lakes Dairy Foods, Purina Animal Nutrition, WinField United and Truterra and operates in more than 60 countries. Ms. Ford joined Land O’ Lakes in 2011 and held a variety of roles across all businesses before becoming chief executive officer in 2018. She is a passionate advocate on behalf of farmers and rural America with the goal of connecting people, particularly in urban areas, to the farmers and rural communities who grow their food. In addition, she is the convener of The American Connection Project to help bridge the digital divide. Beth's 36-year career spans six industries at seven companies. Ms Ford serves on the board of directors of PACCAR, Inc. and previously served on the boards of directors of Blackrock, Inc. and Clearwater Paper, where she was chairperson. She also serves on the board of directors for the Business Roundtable and the Columbia University Business School – Deming Center Board of Advisors. She recently was inducted into the Supply Chain Hall of Fame by the Council of Supply Chain Management Professionals (CSCMP) and received a Doctor of Humane Letters honorary degree from Iowa State University in 2022.DIRECTOR QUALIFICATIONSMs. Ford brings to the board extensive leadership experience in food and agribusiness, as well as 35 plus years in supply chain operations across multiple industries. As the chief executive officer of a farmer-owned cooperative, she knows the challenges that small and large farmers face, including those related to climate change. Ms. Ford also brings experience in operating multiple consumer-facing brands, managing a complex, multinational enterprise, and overseeing extensive supply chain operations. Her service on other publicly traded companies’ boards of directors will enable her to contribute valuable insights into corporate governance and other ESG considerations. As a member of the board of directors of the Business Roundtable, she has well-developed acumen in a wide variety of public policy issues linked to business and the economy. 
MELLODY HOBSONIndependent, Independent, vice chair of the board
Age:50
53Director Since:2005Committees:Pike PlaceACC (chair)® Roast, black* Pike Place Roast, black*MELLODY HOBSON has served as chair of the board since March 17, 2021. She served as vice chair of the board from June 2018 to March 2021 and has been a Starbucks director since February 2005. Ms. Hobson has served as Co-CEO, President, and Director of Ariel Investments, LLC, an investment management firm, since 2019. She previously served as President of Ariel Investments, LLC from 2000 to 2019. In addition, she serves as the President and Chairman of the Board of Trustees of the Ariel Investment Trust, a registered investment company advised by Ariel Investments. She previously served as Senior Vice President and Director of Marketing at Ariel Capital Management, Inc. from 1994 to 2000, and as Vice President of Marketing at Ariel Capital Management, Inc. from 1991 to 1994. Ms. Hobson works with a variety of civic and professional institutions, including serving as Co-Chair of the Lucas Museum of Narrative Arts and as Chairman of After School Matters, which provides Chicago teens with high quality out-of-school time programs. Additionally, she is on the Board of Governors’ Executive Committee of the Investment Company Institute. Ms. Hobson also serves on the Board of Directors of JPMorgan Chase & Co., and, she previously served on the Board of Directors of DreamWorks Animation SKG, Inc. and The Estée Lauder Companies Inc.DIRECTOR QUALIFICATIONS
As the president, Co-CEO, and a director of a large investment company, Ms. Hobson brings significant leadership, operational, investment, and financial expertise to the board of directors. She brings a strong investor perspective to the boardroom and infuses discussions with insights from a shareholder, capital markets, and capital allocation lens. Ms. Hobson’s prior experience as an on-air CBS news contributor and analyst on finance and the economy provides insight into media, communications, and public relations considerations. Ms. Hobson also brings to the board of directors valuable knowledge of corporate governance and similar issues from her service on other publicly traded companies’ boards of directors as well as her service on the Investment Company Institute’s Board of Governors’ Executive Committee and her prior service on the Securities and Exchange Commission (“SEC”) Investment Advisory Committee. In addition, Ms. Hobson has brand marketing experience through her past service on the Board of Directors of The Estée Lauder Companies Inc. and DreamWorks Animation SKG prior to its acquisition by Comcast Corporation.MELLODY HOBSON has served as vice chair of the board since June 26, 2018 and has been a Starbucks director since February 2005. Ms. Hobson has served as Co-CEO, President and Director of Ariel Investments, LLC, an investment management firm, since 2019. She previously served as President of Ariel Investments from 2000 to 2019. In addition, she serves as the President and Chairman of the Board of Trustees of the Ariel Investment Trust, a registered investment company advised by Ariel Investments. She previously served as Senior Vice President and Director of Marketing at Ariel Capital Management, Inc. from 1994 to 2000, and as Vice President of Marketing at Ariel Capital Management, Inc. from 1991 to 1994. Ms. Hobson works with a variety of civic and professional institutions, including serving as Co-Chair of the Lucas Museum of Narrative Arts and as Chairman of After School Matters, which provides Chicago teens with high quality out-of-school time programs. Additionally, she is on the Board of Governors of the Investment Company Institute. Ms. Hobson also serves on the Board of Directors of JPMorgan Chase & Co., and, formerly, she served on the Board of Directors of DreamWorks Animation SKG, Inc. and The Estée Lauder Companies Inc.*Pike Place is a registered trademark of The Pike Place Market PDA, used under license.DIRECTOR QUALIFICATIONSAs the president, co-CEO and a director of a large investment company, Ms. Hobson brings significant leadership, operational, investment and financial expertise to the board of directors. She brings a strong investor perspective to the boardroom and infuses discussions with insights from a shareholder, capital markets and capital allocation lens. Ms. Hobson’s experience as an on-air CBS news contributor and analyst on finance and the economy provides insight into media and communications and public relations considerations. Ms. Hobson also brings to the board of directors valuable knowledge of corporate governance and similar issues from her service on other publicly traded companies’ boards of directors as well as her service on the Investment Company Institute’s Board of Governors’ Executive Committee and her prior service on the SEC Investment Advisory Committee. In addition, Ms. Hobson has brand marketing experience through her past service on the Board of Directors of The Estée Lauder Companies Inc. and the DreamWorks Animation SKG Board prior to its acquisition by Comcast Corporation.
*Pike Place is a registered trademark of The Pike Place Market PDA, used under license.22 PROPOSAL 1 – ELECTION OF DIRECTORSKEVIN R. JOHNSON president and chief executive officer
Age:59Director Since:2009 Triple Espresso MacchiatoKEVIN R. JOHNSON has served as president and chief executive officer since April 2017 and has been a Starbucks director since March 2009. Mr. Johnson served as president and chief operating officer from March 2015 to April 2017. Mr. Johnson served as Chief Executive Officer of Juniper Networks, Inc., a leading provider of high-performance networking products and services, from September 2008 to December 2013. He also served on the Board of Directors of Juniper Networks from September 2008 through February 2014. Prior to joining Juniper Networks, Mr. Johnson served as President, Platforms and Services Division for Microsoft Corporation, a worldwide provider of software, services and solutions. Mr. Johnson was a member of Microsoft’s Senior Leadership Team and held several senior executive positions over the course of his 16 years at Microsoft. Prior to joining Microsoft in 1992, Mr. Johnson worked in International Business Machine Corp.’s systems integration and consulting business.DIRECTOR QUALIFICATIONSThrough his experience as a board member, former chief operating officer and current president and chief executive officer of the Company, Mr. Johnson provides the board of directors with a unique perspective on Starbucks business, operations, strategic direction, vision, the importance of identifying and developing talent and aligning partners to the Company’s mission and values. Mr. Johnson’s extensive experience in the technology industry provides the board of directors with unique insights into platforms for global integration of information systems as well as the use of technology in our brand marketing, media and communications efforts. Through his various senior leadership positions, including his experience as Chief Executive Officer of Juniper Networks and extensive senior executive experience with a large, multinational company, Mr. Johnson also has experience with the challenges inherent in managing a complex organization; leading global businesses focused on both consumer and business needs; and utilizing technology to drive business strategy, productivity and innovation.
JØRGEN VIG KNUDSTORP Independent
Age:51Director Since:2017Committees:ACC, NCGC (chair) Pike Place® Roast Americano*JØRGEN VIG KNUDSTORP has been a director since March 2017. Since January 2017, Mr. Knudstorp has served as Executive Chairman of LEGO Brand Group, owner of the LEGO brand and controlling company of the LEGO Group, a leading manufacturer of construction toys. From October 2004 to December 2016, he served as President and Chief Executive Officer of the LEGO Group. He previously held various leadership positions at the LEGO Group from2001 to 2004, including Senior Vice President, Corporate Affairs from 2003 to 2004; Vice President, Strategic Development in 2003; Senior Director, Global Strategic Development & Alliance Management from 2002 to 2003; and Director, Strategic Development from 2001 to 2002. Prior to joining the LEGO Group, Mr. Knudstorp served as a Management Consultant at McKinsey & Company, a management consulting firm, from 1998 to 2001.DIRECTOR QUALIFICATIONSMr. Knudstorp brings to the board his top executive leadership experiences at one of the world’s most renowned toy manufacturers, which has a highly recognizable brand and a record of innovation. His extensive global leadership experience provides the board with unique insights and knowledge of brand and digital marketing, strategy, consumer products, development and nurturing of human capital and organizational culture and values, finance, capital allocation, international operations and distribution, and formation and management of strategic alliances.
JØRGEN VIG KNUDSTORPIndependentAge: 54Director Since: 2017Committees:ACC, NCGC (chair)Caramel MacchiatoJØRGEN VIG KNUDSTORP has been a Starbucks director since March 2017. Since January 2017, Mr. Knudstorp has served as Executive Chairman of LEGO Brand Group, owner of the LEGO brand and part of the controlling company of the LEGO Group, a leading manufacturer of construction toys. From October 2004 to December 2016, he served as President and Chief Executive Officer of the LEGO Group. He previously held various leadership positions at the LEGO Group from 2001 to 2004, including Senior Vice President, Corporate Affairs from 2003 to 2004; Vice President, Strategic Development in 2003; Senior Director, Global Strategic Development & Alliance Management from 2002 to 2003; and Director, Strategic Development from 2001 to 2002. Prior to joining the LEGO Group, Mr. Knudstorp served as a Management Consultant at McKinsey & Company, a management consulting firm, from 1998 to 2001.DIRECTOR QUALIFICATIONS
Mr. Knudstorp brings to the board his top executive leadership experiences at one of the world’s most renowned toy manufacturers, which has a highly recognizable brand and a record of innovation. His extensive global leadership experience provides the board with unique insights and knowledge of brand and digital marketing, strategy, consumer products, development and nurturing of human capital and organizational culture and values, environmental impact, finance, capital allocation, international operations and distribution, and formation and management of strategic alliances. The LEGO Brand is ranked as the world’s best reputed by RepTrak, and Mr. Knudstorp brings experience in building an authentic brand across ESG considerations in addition to product and employee experiences.
SATYA NADELLAIndependent
Age:52
55Director Since:2017Committees:CMDC NCGCDouble Espresso Shot Double EspressoSATYA NADELLA has been a Starbucks director since March 2017. Mr. Nadella has served as Chief Executive Officer and a member of the Board of Directors of Microsoft Corporation, a global technology provider, since February 2014. He has held various leadership positions at Microsoft Corporation since joining in 1992, and most recently, Mr. Nadella was executive vice president of Microsoft Corporation’s Cloud and Enterprise group. In this role, he led the transformation to the cloud infrastructure and services business. Previously, Nadella led research and development for the Online Services Division and was vice president of the Microsoft Business Division. Before joining Microsoft Corporation, Nadella was a member of the technology staff at Sun Microsystems. Mr. Nadella currently serves on the University of Chicago Board of Trustees, and previously served on the Board of Trustees of Fred Hutchinson Cancer Research Center.DIRECTOR QUALIFICATIONS
Mr. Nadella brings to the board of directors global business leadership experience, extensive experience in the technology industry, and an understanding of how technology will be used and experienced around the world, in addition to deep expertise in allocating capital and optimizing productivity. He also provides the board with invaluable insights as Starbucks continues its focus on innovative ways to use technology to elevate its brand and grow its business. His experience in leading a multinational, complex enterprise, aligning teams, motivating employees, addressing corporate and environmental responsibility, developing human capital and talent, fostering a robust culture, and his strategic and operational expertise have facilitated important contributions to board discussions and oversight. Mr. Nadella also brings insight and knowledge in international operations and distribution gained from his service as Chief Executive Officer and other senior leadership positions at one of the world’s largest public technology companies.SATYA NADELLA has been a director since March 2017. Mr. Nadella has served as Chief Executive Officer and a member of the Board of Directors of Microsoft Corporation, a global technology provider, since February 2014. He has held various leadership positions at Microsoft since joining Microsoft in 1992, and most recently, Mr. Nadella was executive vice president of Microsoft’s Cloud and Enterprise group. In this role, he led the transformation to the cloud infrastructure and services business. Previously, Nadella led R&D for the Online Services Division and was vice president of the Microsoft Business Division. Before joining Microsoft, Nadella was a member of the technology staff at Sun Microsystems. Mr. Nadella currently serves on the Board of Trustees of Fred Hutchinson Cancer Research Center and the University of Chicago Board of Trustees.
DIRECTOR QUALIFICATIONSMr. Nadella brings to the board of directors global business leadership experience, extensive experience in the technology industry and an understanding of how technology will be used and experienced around the world, in addition to deep expertise in allocating capital and optimizing productivity. He also provides the board with invaluable insights as Starbucks continues its focus on innovative ways to use technology to elevate its brand and grow its business. His experience in leading a multinational, complex enterprise, aligning teams and motivating employees, developing human capital and talent, fostering a robust culture and his strategic and operational expertise have facilitated important contributions to board discussions and oversight. Mr. Nadella also brings insight and knowledge in international operations and distribution gained from his service as CEO and other senior leadership positions at one of the world’s largest public technology companies.
23 *Pike Place is a registered trademark of The Pike Place Market PDA, used under license.2020 PROXY STATEMENT 23PROPOSAL 1 – ELECTION OF DIRECTORSJOSHUA COOPER RAMO Independent
Age:51Director Since:2011Committees:ACC, NCGC Caffè AmericanoJOSHUA COOPER RAMO has been a Starbucks director since May 2011. Since July 2015, Mr. Ramo has served as Co-Chief Executive Officer and Vice Chairman of Kissinger Associates, Inc. an advisory firm where he has served as Vice Chairman since 2011 and been employed since 2005. He was previously the Managing Partner for the Office of JL Thornton & Co., LLC, a corporate advisory specialist and an advisor to Goldman Sachs, from 2003 to 2005. Mr. Ramo spent his early career as a journalist, most recently with Time Magazine, from 1995 to 2003 serving as Senior Editor and Foreign Editor. He is a leading China scholar and has written several papers on China’s development that have been distributed in China and abroad. In 2008, Mr. Ramo served as China Analyst for NBC during the Summer Olympics in Beijing. He is the author of two New York Times best-selling books, “The Age of the Unthinkable” (2009) and “The Seventh Sense” (2016). Mr. Ramo has been a term member of the Council on Foreign Relations, Asia 21 Leaders Program, World Economic Forum’s Young Global Leaders and Global Leaders for Tomorrow, and co-founder of the U.S.-China Young Leaders Forum. He also serves on the Board of Directors of FedEx Corporation.DIRECTOR QUALIFICATIONSMr. Ramo’s broad international experience provides the board of directors unique insights related to Starbucks strategy, operations and business as a global company. Mr. Ramo brings to the board significant strategic partnership, commercial transaction, business negotiation and advisory experience from his Kissinger Associates’ Co-CEO and Vice Chairmanship, as well as domestic and international public policy experience. Mr. Ramo has extensive knowledge in several important strategic areas, including innovative problem-solving related to global risks and opportunities, particularly regarding China, and navigating cross-cultural and cross-border opportunities.
CLARA SHIH Independent
Age:38Director Since:2011Committees:CMDC, NCGC Matcha Green Tea Latte with Almond MilkCLARA SHIH has been a Starbucks director since December 2011. Ms. Shih is Chief Executive Officer and a Board member of Hearsay Systems, Inc., an enterprise software company serving Fortune 500 firms, which she co-founded in August 2009. From June 2006 to June 2009, she served as Product Management Director, AppExchange of salesforce.com, Inc., an enterprise software company. From 2004 to 2006, she served as Associate, Strategy and Business Operations for Google, Inc. Previously, Ms. Shih was a software engineer at Microsoft Corporation. Ms. Shih, the creator of the first business application on Facebook, is the author of “The Facebook Era” (2009) and “The Social Business Imperative” (2016). She has been named one of Businessweek’s Top Young Entrepreneurs, one of Fortune’s Most Powerful Women Entrepreneurs, and one of CNN Money’s “40 under 40: Ones to Watch.” She was also named a “Young Global Leader” by the World Economic Forum.
DIRECTOR QUALIFICATIONS
LAXMAN NARASIMHANMs. Shihchief executive officer-electAge: 55Director NomineeDoppio Macchiato with steamed skim milk LAXMAN NARASIMHAN joined Starbucks as its chief executive officer-elect on October 1, 2022. Prior to joining Starbucks, Mr. Narasimhan served as Chief Executive Officer of Reckitt Benckiser Group Plc (“Reckitt”), a FTSE 12 listed British multinational consumer health, hygiene, and nutrition company, since September 2019. Prior to joining Reckitt, Mr. Narasimhan held various roles at PepsiCo from 2012 to 2019. He served as PepsiCo’s Group Chief Commercial Officer until July 2019, and prior to that, beginning in 2012, he served as Chief Executive Officer - Latin America, Europe, and Sub-Saharan Africa, Chief Executive Officer - Latin America, and Chief Financial Officer of PepsiCo Americas Foods. Prior to joining PepsiCo, Mr. Narasimhan spent 19 years at McKinsey & Company, where he focused on its consumer, retail, and technology practices in the U.S., Asia, and India. Mr. Narasimhan is a trustee of the Brookings Institution and a member of the Council on Foreign Relations.DIRECTOR QUALIFICATIONS
Mr. Narasimhan brings to the board extensive experience in beverage, food, retail, and consumer businesses. Through his previous chief executive officer roles, he has substantial experience operating multinational, consumer-facing businesses. As a trustee of the Brookings Institute and a member of the Council on Foreign Relations, Mr. Narasimhan would also bring to the board a unique understanding of numerous public policy matters. As a member of the Verizon board of directors and its Corporate Governance and Policy Committee, he has experience with myriad issues--including those related to ESG--facing public companies.
HOWARD SCHULTZ interim chief executive officerAge: 69Director Since: 2022Doppio Macchiato HOWARD SCHULTZ is the founder of Starbucks Corporation and has served as interim chief executive officer and a member of the Starbucks board since April 2022. Mr. Schultz previously served as chairman of the board of directors of Starbucks since its inception in 1985 and until June 2018, and since 2018 has held the role of founder and chairman emeritus of Starbucks. He also previously served as chief executive officer from January 2008 to April 2017 and from November 1985 to June 2000, and as president from January 2008 until March 2015 and from November 1985 to June 1994. From June 2000 to February 2005, Mr. Schultz also held the title of chief global strategist. Mr. Schultz also held leadership and director roles with Il Giornale Coffee Company and Starbucks Coffee Company, which were predecessors to Starbucks.DIRECTOR QUALIFICATIONS
As the founder of Starbucks, Mr. Schultz has demonstrated a record of innovation, achievement, and leadership. This experience provides the board of directors with a unique perspective into the operations and vision for Starbucks. Through his prior experience as the chairman and chief executive officer, Mr. Schultz is also able to provide the board of directors with insight and information regarding Starbucks strategy, operations, and business. In addition, Mr. Schultz brings to the board more than 35 years of experience with Starbucks and extensive experience in the food and beverage industry, brand marketing, and international distribution and operations.24 Corporate Governance BOARD STRUCTURE AND RESPONSIBILITIESBOARD OF DIRECTORS Audit and Compliance Committee(“Audit Committee”)Oversees the accounting and financial reporting processes and the internal and external audit processes, and reviews the financial information that will be provided to shareholders, the systems of internal control, risk management practices, and compliance with the Company’s standards of business conduct and laws and regulations.Compensation and Management Development Committee(“Compensation Committee”)Oversees compensation practices and determines compensation and other benefits for officers. Also oversees the development and implementation of human capital development plans and succession planning practices to foster sufficient management depth at the Company to support its continued growth and the talent needed to execute long-term strategies.Nominating and Corporate Governance Committee(“Nominating/Governance Committee”)Oversees corporate governance, advises and makes recommendations to the board social media, digital and mobile expertise, brand marketing, innovation and entrepreneurial experience from her founder and CEO position with Hearsay Systems,regarding candidates for election as well as her prior experience at other technology companies. She provides unique insights to Starbucks related to technology innovation and growthdirectors of the business, including on social networking sites across marketing, sales, customer service, recruitingCompany, reviews and R&D functions. She also provides valuable generational perspectivesmakes recommendations regarding the Company’s non-employee director compensation policy, oversees ESG policies and insights into evolving consumerpractices, and generational trends.addresses any related matters.
JAVIER G. TERUEL Independent
Age:69Director Since:2005Committees:ACC, CMDC Flat White with Whole Milk and Cold FoamJAVIER G. TERUEL has been a Starbucks director since September 2005. Mr. Teruel served as Vice Chairman of Colgate-Palmolive Company, a consumer products company, from July 2004 to April 2007, when he retired. Prior to being appointed Vice Chairman, Mr. Teruel served as Colgate-Palmolive’s Executive Vice President responsible for Asia, Central Europe, Africa and Hill’s Pet Nutrition. After joining Colgate in Mexico in 1971, Mr. Teruel served as Vice President of Body Care in Global Business Development in New York and President and General Manager of Colgate-Mexico. He also served as President of Colgate-Europe, and as Chief Growth Officer responsible for the company’s growth functions. Mr. Teruel currently serves as a Partner of Spectron Desarrollo, SC, an impact investment and consulting firm, and as Chairman of Alta Growth Capital, a private equity firm. He previously served on the Board of Directors of The Pepsi Bottling Group, Inc. He currently serves on the Board of Directors of J.C. Penney Company, Inc. and Nielsen Holdings plc.DIRECTOR QUALIFICATIONSMr. Teruel brings to the board extensive brand marketing experience and international distribution and operations experience from his various executive roles at a large, multinational consumer products company, including considerable product development, merchandising and marketing skills and perspectives. His international background provides unique insights relevant to Starbucks strategy, operations and business as a global company. He also provides important investment-oriented perspectives and insights into achieving growth in key business areas. Through his senior leadership and public company board experiences, Mr. Teruel also possesses extensive knowledge in several important business areas, including leadership, finance, risk assessment, and international, cross-border and cross-cultural dynamics faced by global companies.
24 PROPOSAL 1 – ELECTION OF DIRECTORSMYRON E. ULLMAN, III Independent, chair of the board
Age:73Director Since:2003Committees:NCGC 
Nitro Cold Brew with Sweet CreamMYRON E. ULLMAN, III has served as chair of the board since June 2018 and has been a Starbucks director since January 2003. Mr. Ullman served as Executive Chairman of J.C. Penney Company, Inc., a chain of retail department stores, from August 2015 to August 2016, when he retired. From April 2013 to August 2015, Mr. Ullman served as Chief Executive Officer and a member of the Board of Directors of J.C. Penney Company, Inc. Mr. Ullman had previously served as Executive Chairman of J.C. Penney Company, Inc., from November 2011 to January 2012, and as the Chairman of the Board of Directors and Chief Executive Officer from December 2004 to November 2011. Mr. Ullman served as Directeur General, Group Managing Director of LVMH Möet Hennessy Louis Vuitton, a luxury goods manufacturer and retailer, from July 1999 to January 2002. From January 1995 to June 1999, he served as Chairman and Chief Executive Officer of DFS Group Limited, a retailer of luxury branded merchandise. From 1992 to 1995, Mr. Ullman served as Chairman and Chief Executive Officer of R.H. Macy & Co., Inc. Mr. Ullman previously served on the Board of Directors for Ralph Lauren Corporation, Saks, Inc., Pzena Investment Management, Inc. and as the Chairman of the Federal Reserve Bank of Dallas. He currently serves on the Board of Directors of Taubman Centers, Inc.DIRECTOR QUALIFICATIONSThrough Mr. Ullman’s senior leadership and public company board experience with U.S. and international retailers, he brings to the board of directors extensive knowledge in important business areas, including leadership of global businesses, strategy and execution, finance, capital allocation, executive compensation, risk assessment and compliance. He also has a great appreciation for the importance of developing, nurturing and sustaining human capital to achieve strong business performance, promote a robust corporate culture and cultivate the commitment of employees and business partners. He also brings to the board brand marketing experience and international distribution and operations experience from his roles at major U.S. and international retailers, as well as insights and perspectives from positions he has held in the real estate industry and the public sector. Mr. Ullman’s experiences as chairman and chief executive officer of various entities during his career provide the board of directors and management with insight into navigating the challenges and opportunities inherent in managing a complex organization and consumer and retail-facing brands.
2020 PROXY STATEMENT 25BOARD STRUCTURE AND RESPONSIBILITIESThe board of directors is responsible for overseeing the exercise of corporate power and ensuring that Starbucks business and affairs are managed to meet the Company’s stated goals and objectives and that the long-term interests of the shareholders and stakeholders are served. TheOur Governance Principles and Practices for the Board of Directors (“Governance Principles”) provide forrequire the Nominating and Corporate Nominating/Governance Committee (“Nominating/Governance Committee”) to recommend to the board on a biennial basis, a director for election by the board member who should be appointed to serve as the chair of the board. The Nominating/ Governance Committee may also recommend one or more vice chairs of the board for election by the board. The board believes that it should maintain flexibility to select Starbucks chair of the board and board leadership structures from time to time.structures. It believes that thea two-year term for the chair and vice chair provides continuity for the board.Our ceo is the principal executive officer of the Company and has general charge and supervision of the business and strategic direction of the Company. Our independent chair of the board facilitates the board’s oversight of management and the Company’s long-range strategy and business initiatives and serves as a liaison between management and independent directors.
INDEPENDENT CHAIR OF THE BOARDMyron E. Ullman, III has served as chair of the board since June 26, 2018. His term was extended on March 19, 2019 and expires at the 2021 Annual Meeting of Shareholders. Mr. Ullman is an independent, non-employee board member.The duties of the chair of the board include the following:●•Preside over and manage the meetings of the board;●Support a strong board culture by fostering an environment of open dialogue, effective information flow and constructive feedback among the members of the board and senior management, facilitating communication among the chair, the vice chair, the board as a whole, board committees and senior management and encouraging director participation in discussions;●Approve the scheduling of meetings of the board, lead the preparation of the agenda for each meeting and approve the agenda and materials for each meeting;●Serve as liaison between management and independent directors;●Represent the board at annual meetings of shareholders and be available, when appropriate, for consultations with shareholders;●Act as an advisor to the ceo on strategic aspects of the business; and●Such other duties as prescribed by the board.
INDEPENDENT VICE CHAIR OF THE BOARDMellody Hobson has served as vice chair of the board since June 26, 2018. Her term was extended on March 19, 2019 and expires at the 2021 Annual Meeting of Shareholders. Ms. Hobson is an independent, non-employee board member.The duties of the viceboard;•Support a strong board culture by fostering an environment of open dialogue, ensuring effective information flow and constructive feedback among the members of the board and senior management, facilitating communication among the chair, the board as a whole, board committees, and senior management, and encouraging director participation in discussions;•Approve the scheduling of meetings of the board, lead the preparation of the agenda for each meeting, and approve the agenda and materials for each meeting;•Serve as liaison between management and independent directors;•Represent the board at annual meetings of shareholders and be available, when appropriate, for consultations with shareholders;•Act as an advisor to the ceo on strategic aspects of the business; and•Such other duties as prescribed by the board.Independent Chair of the BoardMs. Hobson, an independent, non-employee board member, has served as the chair of the board include the following:●Preside over and manage the meetings of the board in the absence of the chair of the board;●Work closely with and under the direction of the chair to assist the chair in carrying out his or her duties, including, but not limited to, the duties of the chair listed above;●Provide such other assistance as the chair of the board may request; and●Such other duties as prescribed by the board of directors.26 2023 PROXY STATEMENT 25 CORPORATE GOVERNANCEBoard Meeting Annual Calendar
●•Fiscal Year in Review●•Management and Financial Update●•Strategic Plan and Brand●•Social Impact Agenda●•Management and Financial Update●•Talent and Succession
Planning (Inclusion and Diversity Update)●•Management and Financial Update●•Annual Financial Plan●•Management and Financial UpdateBoard Oversight of StrategyBOARD OVERSIGHT OF STRATEGYThe board is deeply engaged and involved in overseeing the Company’s long-range strategy, including evaluating key market opportunities, consumer trends, and competitive developments. This also includes aspects of our sustainability initiatives and social impact agenda that relate to our strategy. The board’s oversight of risk is another integral component of the board’s oversight and engagement on strategic matters. Strategy-related matters are regularly discussed at board meetings and, aswhen relevant, at committee meetings, and wemeetings. We also dedicate at least one board meeting every year to an even more intensive review and discussion of the Company’s strategic plan. Matters of strategy also inform committee-level discussions of many issues, including business risk. Engagement of the board on these issues and other matters of strategic importance continues in between meetings, including through updates to the board on significant items and discussions by the president and ceo with the independent chair and vice chair of the board on a periodic basis. Each director is expected to and does bring to bear his or hertheir own talents, insights, and experiences onto these strategy discussions.BEYOND THE BOARDROOMIn order to increase each director’s engagement with and understanding of our strategy, each director participates in an extensive orientation program upon joining the board, including meeting with members of our executive leadership team and other key leaders of the Company to gain a deeper understanding of Starbucks businesses and operations, attending cultural immersion programs, and visiting our stores to engage with store partners and customers first-hand. Periodic briefing sessions are also provided to members of the board on subjects that would assist them in discharging their duties. Our directors also have the opportunity through our periodic investor day presentations to understand and assess how we are communicating our strategy to our investors and other important stakeholders.BEYOND THE BOARDROOMIn order to increase each director’s engagement with and understanding of our strategy, each director participates in an extensive orientation program upon joining the board, including meeting with members of our executive leadership team and other key leaders of the Company to gain a deeper understanding of Starbucks businesses and operations, attending cultural immersion programs, and visiting our stores to engage with store partners and customers first-hand. Periodic briefing sessions are also provided to members of the board on subjects that would assist them in discharging their duties. Our directors also have the opportunity through our periodic investor day presentations to understand and assess how we are communicating our strategy to our investors and other important stakeholders.26 CORPORATE GOVERNANCERisk OversightBoard of Directors The board of directors has overall responsibility for risk oversight. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for that company. The involvement of the board in reviewing Starbucks business strategy is an integral aspect of the board’s assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company.While the full board has overall responsibility for risk oversight, the board has delegated oversight responsibility related to certain risks to the Audit Committee, the Compensation Committee, and the Nominating/Governance Committee.
Audit
CommitteeCompensation Committee.
CommitteeNominating/Governance
Committee 
Audit Committee●•Responsible for reviewing and overseeing the Company’s major and emerging risk exposures, including financial, operational, legal, and regulatory risks; discussing the steps the Company is taking to monitor and control such exposures; and craftingoverseeing the Company’s risk assessment and risk management policies.policies, including with respect to data privacy and cybersecurity risk exposures.●•Receives regular reports from management including from our chief financial officer, chief accounting officer, vice president of Internal Audit, general counsel, and chief ethics and compliance officer on risks facing the Company at its regularly scheduled meetings and other reports as requested by the Audit Committee from time to time.Committee.Compensation Committee●•Responsible for reviewing and overseeing the management of any potential material risks related to Starbucks compensation policies and practices.practices, including as they relate to the workforce generally.●•Oversees the development, implementation, and effectiveness of the Company’s practices, policies, and strategies relating to human capital management regarding recruiting, selection, talent development, progression, and regression, and diversity, equity, and inclusion.•Reviews a summary and assessment of such risks annually and in connection with discussions of various compensation elements and benefits throughout the year.•Oversees risks associated with shareholder concerns, board governance and composition, political contributions, and ESG matters, including compliance matters relating to emerging political, environmental, and global citizenship trends.In 2016, the Company’s management establishedStarbucks also maintains the Risk Management Committee, a management-level committee, which is co-managed by Starbucks cfochief financial officer and general counsel and reports to senior leadership.The board believes that its leadership structure, coupled with the structure and work of the various committees referenced here, is appropriate and effective in facilitating board-level risk oversight.2020 PROXY STATEMENT 27CORPORATE GOVERNANCEOur board is committed to continual corporate governance improvement, and the board and each committee annually conduct a self-evaluation to review and assess the overall effectiveness of the board and each committee, including with respect to strategic oversight, board structure and operation, interactions with and evaluation of management, governance policies, and committee structure and composition. Committee self-assessments of performance are shared with the full board. The Nominating/Governance Committee also reviews the Governance Principles each year in light of changing conditions and shareholders’ interests and recommends appropriate changes to the board for consideration and approval. Matters with respect to board composition, the nomination of directors, board processes, and topics addressed at board and committee sessions are also considered part of our self-assessment process. As appropriate, these assessments result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our board and its committees. In fiscal 2019, the board establishedThere is an independent external review process, to bewhich is ordinarily conducted every three years, in addition to pre-existing annual board and committee evaluations.2023 PROXY STATEMENT 27 CORPORATE GOVERNANCEAffirmative Determinations Regarding Director Independence and Other MattersOur board conducts an annual review of directorsthe independence of our directors. Our board has determined that each of the followingmembers of our board who served in fiscal 2022 (which includes each of non-employee directors whose names are disclosed in the Fiscal 2022 Non-Employee Director Compensation Table) and each director nominee, other than Mr. Schultz, and Mr. Narasimhan, and Mr. Kevin Johnson prior to his retirement from the Company and our board, is “independent” as that term is defined under the rules of The Nasdaq Stock Market (“Nasdaq”). Our board has also determined that all directors and director nominees is an “independent director”who served, or will serve upon election at this Annual meeting, on each of our Audit Committee, Compensation Committee, and Nominating/Governance Committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees. In assessing independence, our board determined that none of the members of our board, other than Mr. Schultz and Mr. Narasimhan has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, as such term is defined under NASDAQ rules:Mr. Schultz and Mr. Narasimhan are executive officers, and in the case of Mr. Schultz, the founder of StarbucksRichard E. Allison, Jr.Satya NadellaAndrew CampionJoshua Cooper RamoMary N. DillonClara ShihIsabel Ge MaheJavier G. TeruelMellody HobsonMyron E. Ullman, IIIJørgen Vig KnudstorpIn determining that Ms. Ge Mahe is independent, the board considered payments in the ordinary course of business in fiscal 20192022 between Starbucks and the public company in which she serves as an officer, which were for amounts representing less than 2% of the annual revenues of the company receiving the payments and did not constitute a related party transaction under U.S. Securities and Exchange Commission (“SEC”)SEC rules. The board determined that these transactions would not interfere with Ms. Ge Mahe’s exercise of independent judgment in carrying out her responsibilities as a director. Also, in determining that Mr. Nadella is independent, the board considered payments in the ordinary course of business in fiscal 20192022 between Starbucks and the public company in which he serves as an executive officer and as a director, which were for amounts representing less than 2% of the annual revenues of the company receiving the payments and did not constitute a related party transaction under SEC rules. The board determined that these transactions would not interfere with Mr. Nadella’s exercise of independent judgment in carrying out his responsibilities as a director.Directors’ CommitmentsIn recent years, a small number Lastly, in determining that Ms. Shih is independent, the board considered payments in the ordinary course of significant investors have adopted more stringent proxy voting policies concerning director commitments, citing concerns that directors who hold chief executive officer or other executive officer positions at public companiesbusiness in fiscal 2022 between Starbucks and who concurrently serve on multiplethe public company boards may lackin which she serves as an officer, which were for amounts representing less than 2% of the timeannual revenues of the company receiving the payments andattention to adequately perform their duties and responsibilities, potentially negatively affecting shareholder returns. In considering Starbucks board nominees, our board takes into consideration the views of our shareholders. In nominating board members, the board balanced the significant value brought to our board by our current board members. We recognize that our board consists of exceptionally talented and diverse directors whose time and attention are highly sought-after. Our Nominating/Governance Committee continues did not constitute a dialogue with each of our directors annually and rigorously evaluates each director’s commitment to devoting the necessary time and attention to our Company’s affairs and ensures effectiveness and performance of our directors in creating value for our shareholders.recognizesdetermined that Mary N. Dillon, the CEO and a board member of Ulta Beauty, also serves on the board of KKR, a controlled company. Both KKR and Ulta have publicly-traded securities. Of course, all of our directors have other professional commitments.these transactions would not interfere with Ms. Dillon has served on the Starbucks board since January 2016 and serves as the chair of the Compensation Committee. Starbucks is proud to count Ms. Dillon, one of only 33 women who serve as CEOs of Fortune 500 companies, among its leadership. Her knowledge and experience have been extremely valuableShih’s independent judgement in carrying out her role as director and chair of our Compensation Committee and her work leading the committee has led to demonstrable results related to the Company’s talent goals. Given Starbucks commitment to raising up diverse voices and Ms. Dillon’s performance over many years, Starbucks board stands behind her seat on our board of directors and has full confidence that she has and will continue to give the necessary attention and dedication to her roleresponsibilities as a board member and as a committee chair.Succession Planning and Talent Management OversightManagement Succession PlanningIn light of the critical importance of executive leadership to Starbucks success, we have an annual succession planning process. This process is enterprise-wide for managers up to and including our ceo.Our board’s involvement in our annual succession planning process is outlined in our Governance Principles. The Governance Principles provide that our Compensation Committee has general oversight responsibility for management development and succession planning practices and strategy. Our Compensation Committee, pursuant to its charter, annually reviews and discusses with the independent directors of the board the performance of certain senior officers of the Company and the succession plans for each such officer’s position includingrecommendations and evaluations of potential successors to fill these positions. The Compensation Committee also conducts a periodic review of, and provides approval for, our management development and succession planning practices and strategies, including the review and oversight of risks and exposures associated with the succession planning practices and strategies.ceo Succession PlanningAs discussed in the board’s recommendation on Proposal 6 - Regarding ceo Succession Planning Policy Amendment, which is set forth on page 77, the board recently amended the Governance Principles to expand on ceo succession planning. A primary responsibility of the board is planning for ceo succession. The chair of our Nominating/Governance Committee, together with the chair of the board (or, if the chair of the board is not independent, the lead independent director), the chair of the Compensation Committee, and the ceo (collectively, the “succession planning team”) will annually evaluate and update as appropriate the skills, experience, and attributes that the board believes are important to be an effective ceo in light of our business strategy. The succession planning team will also annually review with the board, our ceo succession planning process, including the identification, development, and progress of internal candidates and how candidates have been assessed. Chief executive officer succession planning should be an ongoing process, with the board. This review includes a discussion about development plansgoal of providing sufficient lead time before an expected transition while also being prepared for the Company’s executive officers and senior officersresponsive to help prepare them for future succession and contingency plans in the event of our ceo’s termination of employment with Starbucks for any reason (including death or disability) as well as our ceo’s recommendation as to his successor.unexpected developments.28 CORPORATE GOVERNANCESustainability
ESGOur board is highly engaged in sustainabilityESG matters given that our global social impact, and sustainability goals, and human capital are intricately linked to our strategic direction. Our board considers our global social impact agendathese matters at least annually in connection with the strategic plan. In addition, except where explicitly delegated to other board committees or retained by the board, our Nominating/Governance Committee is tasked with the responsibility of overseeing the effectiveness of our environmental, social, and social responsibilitycorporate governance strategies, policies, practices, goals, and programs, including review of our annual Global Environmental and Social Impact Report. Other board committees are also involved in assessingFurther, our Compensation Committee is responsible for overseeing the development and managingimplementation of human capital development plans and succession planning practices to foster sufficient management depth at the Company to support its continued growth and the talent needed to execute long-term strategies, while our environmental and social priorities through their oversight responsibilities, includingAudit Committee is tasked with overseeing the Company’s risk management, including with respect to certain ESG topics.28 CORPORATE GOVERNANCEBoard Our board is responsible for ensuring ESG risks and opportunities are integrated into Starbucks long-term strategy. Nominating/Governance Committee Oversees, reviews, and assesses the effectiveness of Starbucks ESG strategies, policies, practices, goals, and programs; annually reviews Starbucks corporate political contributions and expenditures to ensure alignment with Starbucks policies and values. Compensation Committee Audit Committee Oversees the development, implementation, and effectiveness of Starbucks practices, policies, and strategies relating to human capital management as they relate to Starbucks workforce generally. Oversees certain ESG risks, as part of overall risk management, and also reviews ESG disclosures in SEC filings. Data Privacy and talent management.We maintain comprehensive technologies and programs to ensure our systems are effective and prepared for data privacy and cybersecurity risks, including regular oversight of our programs for security monitoring for internal and external threats to ensure the confidentiality, availability, and integrity of our information assets. We regularly perform evaluations of our security program and continue to invest in our capabilities to keep our customers, partners, and information assets safe. Our chief information security officer is ultimately responsible for our cybersecurity program, which includes the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks, and protect these information assets. We have implemented security monitoring capabilities designed to alert us to suspicious activity and developed an incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a breach. In addition, partners participate in ongoing mandatory annual trainings and receive communications regarding the cybersecurity environment to increase awareness throughout the Company. Our Audit Committee, which oversees data privacy and cybersecurity risk matters, is comprised entirely of independent directors, one of whom has significant work experience related to information security issues and oversight. Management will report security instances to the Audit Committee as they occur, if material, and will also provide a summary multiple times per year to the Audit Committee. Additionally, our chief information security officer meets at least twice annually with the board of directors or the Audit Committee to brief them on technology and information security matters. We carry insurance that provides protection against the potential losses arising from a cybersecurity incident. In the last three years, the expenses we have incurred from information security breach incidences were immaterial. This includes penalties and settlements, of which there were none.Shareholder EngagementWe have a year-round shareholder outreach program through which we solicit feedback on diverse business areas, ranging from our executive compensation program and corporate governance practices to disclosure practices toand environmental and social impact programs and goals. We share feedback we receive with our board of directors, as well as other board committees such as the Compensation Committee and the Nominating/Governance Committee, as appropriate. Our board considers feedback received from shareholders throughout the year, and such input influences changes to our compensation program and the adoption of new governance practices. Every year, our outreach effort is conducted by a cross-functional team including: Investor Relations, Global Rewards, Law & Corporate Affairs, Inclusion and Diversity, Public Affairs, Global Coffee, Sustainability and Social Impact, Global Public Policy, and Organization & Leadership Effectiveness.Partner Resources Organization. Additionally, our ceo and cfo12.ROLE OF OUR BOARD COMMITTEESDuring fiscal 2019,2022, our board of directors had three standing committees: the Audit Committee, the Compensation Committee, and the Nominating/Governance Committee. The board of directors, upon recommendation of the Nominating/Governance Committee, makes committee and committee chair assignments annually at its meeting immediately preceding the annual meeting of shareholders, and from time to time makes changes to committee assignments as deemed appropriate by the board. The committees operate pursuant to written charters, which are available on our website atwww.starbucks.com/about-us/company-information/corporate-governance.ATTENDANCE AT BOARD
AND COMMITTEE MEETINGS,
ANNUAL MEETINGDuring fiscal 2019,2022, each director attended at least 75% of all meetings of the board and board committees on which he or shethey served (held during the period that such director served). In fiscal 2019,2022, our board held sevensix meetings. Our Governance Principles require each board member to attend our annual meeting of shareholders except for absences due to causes beyond the reasonable control of the director. All of the directors who then served on the board attended our 20192022 Annual Meeting of Shareholders.CORPORATE GOVERNANCEAUDIT AND COMPLIANCE COMMITTEE Current Committee Members: Number of meetings in fiscal 2019:2022: 9Mellody Hobson (chair)Andrew Campion (Chair)
Jørgen Vig Knudstorp
Joshua Cooper RamoJavier G. TeruelReport:page 6474 The Audit Committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the charter to the board for approval. As more fully described in its charter, the primary responsibilities of the Audit Committee are to:The Audit Committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the charter to the board for approval. As more fully described in its charter, the primary responsibilities of the Audit Committee are to:●•oversee our accounting and financial reporting processes, including focused review of higher-risk areas●•appoint the independent registered public accounting firm and oversee the relationship●•review the annual audit and quarterly review processes with management and the independent registered public accounting firm●•review the Company’s quarterly and annual financial statements withmanagement and the independent registered public accounting firm•review management’s assessment of the effectiveness of the Company’s internalcontrol over financial reporting and the independent registered public accounting firm’s related attestation●•oversee the Company’s internal audit function●•discuss any material weakness or significant deficiency and any steps taken to resolve the issue●•review any significant findings and recommendations from internal audit●•review and approve or ratify all transactions with related persons and potential conflicts of interests that are required to be disclosed in the proxy statement●•review periodically, discuss with management, and regularly report to the board major and emerging risk exposures, risk assessment, and risk management policiesEach of Ms. Hobson and Messrs. Knudstorp, Ramo and Teruel served on the Audit Committee during fiscal 2019. Mr. Campion was appointed by the board to the Audit Committee on September 11, 2019. Currently, each of Ms. Hobson and Messrs. Campion, Knudstorp, Ramo and Teruel: (i) meets the independence criteria prescribed by applicable law and the rules of the SEC for audit committee membership and is an “independent director” as defined by NASDAQ rules and (ii) meets NASDAQ’s financial knowledge and sophistication requirements. Each of Ms. Hobson and Messrs. Campion and Teruel has been determined by the board of directors to be an “audit committee financial expert” under SEC rules. The “Audit and Compliance Committee Report” describes in more detail the Audit Committee’s responsibilities with regard to our financial statements and its interactions with our independent auditor, Deloitte & Touche LLP.2020 PROXY STATEMENT 29Each of Mr. Campion, Ms. Ge Mahe, Mr. Knudstorp, Mr. Ramo, and Mr. Teruel served on the Audit Committee during fiscal 2022. In October 2022, Mr. Teruel resigned from the Board and stepped down from the Committee, and Mr. Campion was appointed Chair of the Audit Committee. Currently, each of Mr. Campion, Ms. Ge Mahe, Mr. Knudstorp, and Mr. Ramo: (i) meets the independence criteria prescribed by applicable law and the rules of the SEC for audit committee membership and is an “independent director” as defined by Nasdaq rules, and (ii) meets Nasdaq’s financial knowledge and sophistication requirements. Each of Mr. Campion and Mr. Knudstorp has been determined by the board of directors to be an “audit committee financial expert” under SEC rules. The Audit Committee Report describes in more detail the Audit Committee’s responsibilities with regard to our financial statements and its interactions with our independent auditor, Deloitte & Touche LLP. Following the election of directors at the Annual Meeting, the board intends to refresh committee assignments as deemed appropriate by the board.CORPORATE GOVERNANCECORPORATE GOVERNANCECOMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE Current Committee Members: Number of meetings in fiscal 2019:2022:5 8Mary N. Dillon (chair)Richard E. Allison, Jr. (Chair) Satya Nadella
Clara ShihJavier G. TeruelReport:page 5263 The Compensation Committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the charter to the board for approval. As more fully described in its charter, the primary responsibilities of the Compensation Committee are to:The Compensation Committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the charter to the board for approval. As more fully described in its charter, the primary responsibilities of the Compensation Committee are to:●•oversee, review, and approve as appropriate, the Company’s overall compensation policies, structure, and programs (including with respect to wages, salaries, bonuses, equity plans, employee benefit plans, and other benefits) for partners and officers•conduct an annual review of, and recommend to the independent directors of the board, the compensation package for the ceo●•conduct an annual review and approve the compensation packages for executive officers and senior officers●•annually review and approve performance measures and targets for all executive officers and senior officers participating in the annual incentive bonus plan and long-term incentive plans, and certify achievement of such measures and targets●•approve, modify, and administer partner-based equity plans, the Executive Management Bonus Plan, and deferred compensation plans●•annually establish the evaluation process for reviewing the ceo’s performance●•periodically review and approve our management development and succession planning practices●•review and approve the Company’s peer group companies and review market data•oversee the development, implementation, and effectiveness of the Company’s practices, policies, and strategies relating to human capital management as they relate to the Company’s workforce generally, including policies and strategies regarding recruiting, selection, talent development, progression and retention, and diversity, equity, and inclusion●•provide recommendations to the board on compensation-related proposals to be considered at the Company’s annual meeting●•determine stock ownership guidelines and periodically review ownership levels●•annually review a report regarding potential material risks, if any, created by the Company’s compensation policies and practices and inform the board of any necessary actionsThe charter allows the Compensation Committee to form and delegate any or all of its responsibilities to a subcommittee or subcommittees of the Compensation Committee, as may be necessary or appropriate, and within certain limits. At least annually, the Compensation Committee reviews and approves our executive compensation strategy and principles to confirm that they are aligned with our business strategy and objectives, shareholder interests, desired behaviors, and corporate culture.Each of Mr. Allison, Mr. Campion, Ms. Dillon, Ms. Shih, and Mr. Teruel served on the Compensation Committee during fiscal 2022. Ms. Dillon and Mr. Teruel resigned from the Board in September and October 2022, respectively and stepped down from the Compensation Committee. Mr. Allison was appointed Chair of the Compensation Committee in September 2022. Following the election of directors at the Annual Meeting, the board intends to refresh committee assignments as deemed appropriate by the board.Compensation Committee Interlocks and Insider ParticipationAs referenced above, each of Mr. Allison, Mr. Campion, Ms. Dillon, Ms. Shih, and Mr. Teruel served on the Compensation Committee during fiscal 2022. No member of the Compensation Committee was, at any time during fiscal 2022 or at any other time, an officer or employee of Starbucks, and no member of this committee had any relationship with Starbucks requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. No executive officer of Starbucks has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Compensation Committee during fiscal 2022.The charter allows the Compensation Committee to form and delegate any or all of its responsibilities to a subcommittee or subcommittees of the Compensation Committee, as may be necessary or appropriate, and within certain limits. At least annually, the Compensation Committee reviews and approves our executive compensation strategy and principles to confirm that they are aligned with our business strategy and objectives, shareholder interests, desired behaviors and corporate culture.Compensation Committee Interlocks and Insider ParticipationEach of Ms. Dillon, Messrs. Allison, Nadella, Teruel and Ms. Shih served on the Compensation Committee during fiscal 2019. Mr. Allison was appointed by the Board to the Compensation Committee on September 11, 2019. During fiscal 2019, none of our executive officers served on the Compensation Committee (or its equivalent) or on the board of directors of another entity where one of our Compensation Committee members was an executive officer.2023 PROXY STATEMENT 31 CORPORATE GOVERNANCEThe Nominating/Governance Committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the charter to the board for approval. As more fully described in its charter, the primary responsibilities of the Nominating/Governance Committee are to:The Nominating/Governance Committee annually reviews and reassesses the adequacy of its charter and recommends any proposed changes to the charter to the board for approval. As more fully described in its charter, the primary responsibilities of the Nominating/Governance Committee are to:●•make recommendations to the board regarding board leadership and membership and chairs of the board’s committees●•make recommendations to the board about our corporate governance processes●•assist in identifying and screening board candidates, administer the Policy on Director Nominations, and consider shareholder nominations to the board●•annually assess the evaluation process for the overall effectivenesseffective performance of the governance responsibilities of the board and boardits committees and make recommendationsrecommend any changes to that process to the board●•annually review board compensation for independent directors●•annually review corporate political contributions and expenditures●•provide recommendations to the board on shareholder proposals to be considered at the Company’s annual meeting●•annually review and assess the effectiveness of the Company’s environmental and social responsibilityESG strategies, policies, practices, goals, and programs and make recommendations as appropriateMr. Allison, Ms. Dillon, Ms. Ge Mahe, Mr. Knudstorp, Mr. Nadella, and Mr. Ramo served on the Nominating/Governance Committee during fiscal 2022. In September 2022, Ms. Dillon resigned from the Board and stepped down from the Nominating/Governance Committee. Following the election of directors at the Annual Meeting, the board intends to refresh committee assignments as deemed appropriate by the board.Messrs. Knudstorp, Ramo, Ullman and Mses. Dillon and Shih served on the Nominating/Governance Committee during fiscal 2019. Ms. Ge Mahe was appointed by the board to the Nominating/Governance Committee on September 11, 2019.32 30 CORPORATE GOVERNANCEOUR DIRECTOR
NOMINATIONS PROCESSOur Policy on Director Nominations is available atwww.starbucks.com/about-us/company-information/corporate-governance. The purpose of the nominations policy is to describe the process by which candidates are identified and assessed for possible inclusion in our recommended slate of director nominees (the “candidates”). The nominations policy is administered by the Nominating/Governance Committee.Minimum Criteria for Board MembersEach candidate must possess at least the following specific minimum qualifications:●each candidate shall be prepared to represent the best interests of all shareholders and not just one particular constituency or any entity with which the candidate may be affiliated;●each candidate shall be an individual who has demonstrated integrity and ethics in his or her personal and professional life and has established a record of professional accomplishment in his or her chosen field;●no candidate, or family member (as defined in NASDAQ rules) or affiliate or associate (as defined under federal securities laws) of a candidate, shall have any material personal, financial or professional interest in any present or potential competitor of Starbucks;●each candidate shall be prepared to participate fully in board activities, including active membership on at least one board committee and attendance at, and active participation in, meetings of the board and the committee(s) of which he or she is a member, and not have other personal or professional commitments that would, in the Nominating/Governance Committee’s sole judgment, interfere with or limit his or her ability to do so;●each candidate shall intend to serve as a director at least until the next annual meeting of shareholders or until a successor has been qualified and preferably would intend to make a long-term commitment to serve on the board if re-nominated from time to time;●each candidate shall acknowledge and comply with the Company’s confidentiality, corporate governance and other policies and guidelines applicable to directors;●each candidate shall be willing to make, and financially capable of making, the required investment in our stock in the amount and within the time frame specified in the director stock ownership guidelines described in this proxy statement;●each candidate shall not have made any commitments or assurance to any person as to how the candidate would vote or act on any issue or question that has not been disclosed to the Company (with the understanding that the existence of any such commitment or assurance to a third party is likely to be deemeddisqualifying by the Nominating/Governance Committee) nor any such commitments or assurances that could limit or interfere with the candidate’s ability to comply with his or her fiduciary duties; and●each candidate will not be a party to any compensation or incentive arrangements with any person or entity other than the Company with respect to service or action as a director that has not been disclosed to the Company (with the understanding that the existence of any such arrangement is likely to be deemed disqualifying by the Nominating/Governance Committee in light of the conflicts that may result).•each candidate shall be an individual who has demonstrated integrity and ethics in their personal and professional life and has established a record of professional accomplishment in their chosen field;•no candidate, or family member (as defined in Nasdaq rules), affiliate, or associate (as defined under federal securities laws) of a candidate, shall have any material personal, financial, or professional interest in any present or potential competitor of Starbucks;•each candidate shall be prepared to participate fully in board activities, including active membership on at least one board committee and attendance at, and active participation in, meetings of the board and the committee(s) of which they are a member, and not have other personal or professional commitments that would, in the Nominating/Governance Committee’s sole judgment, interfere with or limit their ability to do so;•each candidate shall intend to serve as a director at least until the next annual meeting of shareholders or until a successor has been qualified and preferably would intend to make a long-term commitment to serve on the board if re-nominated;•each candidate shall acknowledge and comply with the Company’s confidentiality, corporate governance, and other policies and guidelines applicable to directors;•each candidate shall be willing to make, and financially capable of making, the required investment in our stock in the amount and within the time frame specified in the director stock ownership guidelines described in this proxy statement;•each candidate shall not have made any commitments or assurance to any person as to how the candidate would vote or act on any issue or question that has not been disclosed to the Company (with the understanding that the existence of any such commitment or assurance to a third party is likely to be deemed disqualifying by the Nominating/Governance Committee) nor any such commitments or assurances that could limit or interfere with the candidate’s ability to comply with their fiduciary duties; and•each candidate will not be a party to any compensation or incentive arrangements with any person or entity other than the Company with respect to service or action as a director that has not been disclosed to the Company (with the understanding that the existence of any such arrangement is likely to be deemed disqualifying by the Nominating/Governance Committee in light of the conflicts that may result).Desirable Qualities and SkillsIn addition, the Nominating/Governance Committee also considers it desirable that candidates possess the following qualities or skills:•●each candidate should contribute to the board of directors’ overall diversity - diversity being broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics;●each candidate should contribute positively to the existing chemistry and collaborative culture among board members; and●each candidate should possess professional and personal experiences and expertise relevant to our goal of being one of the world’s leading consumer brands. At this stage of our development, relevant experiences might include, among other qualifications or experience as the Nominating/Governance Committee shall deem appropriate: sitting CEO of a large global company; large-company CEO experience; international CEO experience; senior-level international experience; senior-level consumer products, food, food service and beverage industry experience; multi-unit small box retail or restaurant experience; technology expertise; and relevant senior-level expertise in one or more of the following areas: finance, accounting, branding, sales and marketing, organizational development, international or large-scale operations, logistics and distribution, information technology, social media, public relations, sustainability and public policy. Public company board experience is also valued.•each candidate should contribute positively to the existing chemistry and collaborative culture among board members; and•each candidate should possess professional and personal experiences and expertise relevant to our goal of being one of the world’s leading consumer brands. At this stage of our development, relevant experiences might include, among other qualifications or experience as the Nominating/Governance Committee deems appropriate: sitting chief executive officer of a large global company; large-company chief executive officer experience; international chief executive officer experience; senior-level international experience; senior-level consumer products, food, food service, and beverage industry experience; multi-unit small box retail or restaurant experience; technology expertise; and relevant senior-level expertise in one or more of the following areas: finance, accounting, branding, sales and marketing, organizational development, international or large-scale operations, logistics and distribution, information technology, social media, public relations, corporate social responsibility, sustainability, and public policy. Public company board experience is also valued.The Nominating/Governance Committee is responsible for reviewing the appropriate skills and characteristics required of directors in the context of prevailing business conditions and existing competencies on the board, and for making recommendations regarding the size and composition of the board, with the objective of having a board that brings to Starbucks a variety of perspectives and skills derived from high quality business and professional experience. The Nominating/Governance Committee’s review of the skills and experience it seeks in the board as a whole, and in individual directors, in connection with its review of the board’s composition, enables it to assess the effectiveness of its goal of achieving a board with a diversity of experiences. The Nominating/Governance Committee considers these criteria when evaluating director nominees.2023 PROXY STATEMENT 33 CORPORATE GOVERNANCEInternal Process for Identifying CandidatesThe Nominating/Governance Committee has two primary methods for identifying candidates (other than those proposed by shareholders, as discussed later).1 from time to time use its authority under its charter to retain at our expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms), to assist in the identification of possible candidates to serve on our board who meet the minimum and desired qualifications being sought in candidates, to interview and screen such candidates (including conducting reference checks), and assist in scheduling candidate interviews with board members.2 Board Diversity Matrix as of January 27, 2023The table below summarizes certain self-identified demographic attributes of our current directors, to the extent disclosed to us by such directors.2020 PROXY STATEMENT African American or Black Alaskan Native or American Indian Asian Hispanic or Latinx Native Hawaiian or Pacific Islander White Two or More Races or Ethnicities LGBTQ+ Male Female Non-Binary Richard E. Allison, Jr. 31Andrew Campion Isabel Ge Mahe Mellody Hobson Jørgen Vig Knudstorp Satya Nadella Joshua Cooper Ramo Howard Schultz Clara Shih CORPORATE GOVERNANCEThe nominations policy divides the process for candidates proposed by shareholders into the general nomination right of all shareholders and proposals by “qualified shareholders” (as described below).General Nomination Right of All ShareholdersAny registered shareholder may nominate one or more persons for election as a director at an annual meeting of shareholders if the shareholder complies with the advance notice, information, and consent provisions contained in our bylaws. See “Proposalsour Proposals of Shareholders”Shareholders section on page 6989 for more information.The procedures described in “Director Recommendations by Qualified Shareholders” below are meant to establish an additional means by which certain shareholders can contribute to our process for identifying and evaluating candidates and is not meant to replace or limit shareholders’ general nomination rights in any way.Director Recommendations by Qualified ShareholdersIn addition to those candidates identified through its own internal processes, in accordance with the nominations policy, the Nominating/Governance Committee will evaluate a candidate proposed by any single shareholder or group of shareholders that has beneficially owned more than 5% of our common stock for at least one year (andwill hold the required number of shares through the annual meeting of shareholders) and that satisfies the notice, information, and consent provisions in the nominations policy (a “qualified shareholder”). Any candidate proposed by a qualified shareholder must be independent of the qualified shareholder in all respects as determined by the Nominating/Governance Committee and by applicable law. Any candidate submitted by a qualified shareholder must also meet the definition of an “independent director” under NASDAQNasdaq rules.In order to be considered by the Nominating/Governance Committee for an upcoming annual meeting of shareholders, notice from a qualified shareholder regarding a potential candidate must be received by the Nominating/Governance Committee not less than 120 calendar days before the anniversary of the date of our proxy statement released to shareholders in connection with the previous year’s annual meeting.Proxy AccessIn addition, our bylaws permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company’s outstanding shares of common stock continuously for at least three years, to nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of two nominees or 20% of the board, subject to the requirements specified in our bylaws.34 CORPORATE GOVERNANCEEvaluation of CandidatesThe Nominating/Governance Committee will consider and evaluate all candidates identified through the processes described above, including incumbents and candidates proposed by qualified shareholders, based on the same criteria.The Policy on Director Nominations is intended to provide a set of flexible guidelines for the effective functioning of our director nominations process. The Nominating/Governance Committee reviews the nominations policy at least annually and makes modifications from time to time as our needs and circumstances evolve, and as applicable legal or listing standards change. The Nominating/Governance Committee may amend the nominations policy at any time, in which case the most current version will be available on our website.CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONSReview and Approval of Related
Person TransactionsUnder the Audit Committee’s charter, and consistent with NASDAQNasdaq rules, any material potential or actual conflict of interest or transaction between Starbucks and any “related person” of Starbucks must be reviewed and approved or ratified by the Audit Committee. SEC rules define a “related person” of Starbucks as any Starbucks director (or nominee), executive officer, 5%-or-greater shareholder, or an immediate family member of any of these persons.Our board of directors has adopted a written Policy for the Review and Approval of Related Person Transactions Required to Be Disclosed in Proxy Statements, which states that it is generally the policy of Starbucks not to participate in “related person” transactions. In select circumstances, if the transaction provides Starbucks with a demonstrable and significant strategic benefit that is in the best interests of Starbucks and its shareholders and has terms that are competitive with terms available from unaffiliated third parties, then the Audit Committee may approve the transaction. The policy also provides that any “related person” as defined above must notify the chair of the Audit Committee before becoming a party to, or engaging in, a potential related person transaction that may require disclosure in our proxy statement under SEC rules, or if prior approval is not practicable, as soon as possible after engaging in the transaction. Based on current SEC rules, transactions covered by the policy include:●any individual or series of related transactions, arrangements or relationships (including, but not limited to, indebtedness or guarantees of indebtedness), whether actual or proposed;●in which Starbucks was or is to be a participant;●the amount of which exceeds $120,000; and●•any individual or series of related transactions, arrangements, or relationships (including, but not limited to, indebtedness or guarantees of indebtedness), whether actual or proposed;•in which Starbucks was or is to be a participant;•the amount of which exceeds $120,000; and•in which the related person has or will have a direct or indirect material interest. Whether the related person has a direct or indirect material interest depends on the significance to investors of knowing the information in light of all the circumstances of a particular case. The importance to the person having the interest, the relationship of the parties to the transaction with each other, and the amount involved in the transaction are among the factors to be considered in determining the significance of the information to investors.The chair of the parties to the transaction with each other and the amount involved in the transaction are among the factors to be considered in determining the significance of the information to investors.32 CORPORATE GOVERNANCEThe Audit Committee chair has the discretion to determine whether a transaction is or may be covered by the policy. If the chair determines that the transaction is covered by the policy, then the transaction is subject to full Audit Committee review and approval. The Audit Committee’s decision is final and binding. Additionally, the chair of the Audit Committee chair has discretion to approve, disapprove, or seek full Audit Committee review of any immaterial transaction involving a related person (i.e. a transaction not otherwise required to be disclosed in the proxy statement).In considering potential related person transactions, the Audit Committee looks to SEC and NASDAQNasdaq rules, including the impact of a transaction on the independence of any director. Once the Audit Committee has determined that (i) the potential related person transaction will provide Starbucks with a demonstrable and significant strategic benefit that is in the best interests of Starbucks and its shareholders and (ii) that the terms of the potential related person transaction are competitive with terms available from unaffiliated third parties, the Audit Committee may consider other factors such as:●whether the transaction is likely to have any significant negative effect on Starbucks, the related person or any Starbucks partner;●whether the transaction can be effectively managed by Starbucks despite the related person’s interest in it;●whether the transaction would be in the ordinary course of our business; and●the availability of alternative products or services at comparable prices.•whether the transaction is likely to have any significant negative effect on Starbucks, the related person, or any Starbucks partner;•whether the transaction can be effectively managed by Starbucks despite the related person’s interest in it;•whether the transaction would be in the ordinary course of our business; and•the availability of alternative products or services at comparable prices.Related Person Transactions Since the Beginning of Fiscal 2019There2022In fiscal 2022, the following are no related personthe only transactions or series of similar transactions to which we were or will be a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer, beneficial holder of more than 5% of our capital stock, or any member of their immediate family or any entity affiliated with any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change of control. and other arrangements, which are described under “Executive Compensation.”Starbucks and entities owned by Mr. Schultz previously entered into a management services agreement and a hangar space lease for Mr. Schultz’s aircraft. Pursuant to the management services agreement, an entity owned by Mr. Schultz operates his aircraft using services provided by Starbucks and pays Starbucks fees for such services, the amounts of which were set at market rates. Under the terms of the hangar space lease, an entity owned by Mr. Schultz pays Starbucks rent based on its pro-rata portion of the maintenance, utilities and other expenses paid by Starbucks for the hangar. In fiscal 2019 required to be reported2022, Mr. Schultz’s entities paid Starbucks approximately $579,000 in this proxy statement under the applicable SEC rules.2023 PROXY STATEMENT 35 CORPORATE GOVERNANCECORPORATE GOVERNANCE MATERIALS AVAILABLE ON THE STARBUCKS WEBSITEOur Governance Principles are intended to provide a set of flexible guidelines for the effective functioning of the board of directors and are reviewed regularly and revised as necessary or appropriate in response to changing regulatory requirements, evolving best practices, and other considerations. They are posted on the Corporate Governance section of our website atwww.starbucks.com/about-us/company-information/corporate-governance.In addition to our Governance Principles, other information relating to corporate governance at Starbucks is available on the Corporate Governance section of our website, including:●Restated Articles of Incorporation●Amended and Restated Bylaws●Audit and Compliance Committee Charter●Compensation and Management Development Committee Charter●Nominating and Corporate Governance Committee Charter●Policy on Director Nominations●Standards of Business Conduct (applicable to directors, officers and partners)●Code of Ethics for CEO, COO, CFO and Finance Leaders●Procedure for Communicating Complaints and Concerns●Audit and Compliance Committee Policy for Pre-Approval of Independent Auditor Services•Amended and Restated Bylaws•Audit and Compliance Committee Charter•Compensation and Management Development Committee Charter•Nominating and Corporate Governance Committee Charter•Policy on Director Nominations•Standards of Business Conduct (applicable to directors, officers, and partners)•Code of Ethics for CEO, COO, CFO, and Finance Leaders•Procedure for Communicating Complaints and Concerns•Audit and Compliance Committee Policy for Pre-Approval of Independent Auditor ServicesYou may obtain print copies of these materials, free of charge, by sending a written request to: executive vice president, general counsel and secretary, Starbucks Corporation, 2401 Utah Avenue South, Mail Stop S-LA1, Seattle, Washington 98134.98134, Attention: corporate secretary. Please specify which documents you would like to receive.CONTACTING THE BOARD OF DIRECTORSThe Procedure for Communicating Complaints and Concerns describes the manner in which interested persons can send communications to our board of directors, the committees of the board, and to individual directors, and describes our process for determining which communications will be relayed to board members. Interested persons may telephone their feedback by calling the Starbucks Audit line at 1-800-300-3205 or sending written communications to the board, committees of the board, and individual directors by mailing those communications to our third-party service provider for receiving these communications at:Starbucks CorporationP.O. Box 34507Seattle, Washington 98124Shareholders may address their communications to an individual director, to the board of directors, or to one of our board committees.2020 PROXY STATEMENT 3336 FISCAL 20192022 COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORSUnder its charter, the Nominating/Governance Committee annually reviews and recommends the type and amount of board compensation for non-employee directors. Compensation decisions for non-employee directors are made by the Nominating/Governance Committee for each “Plan Year,” as defined in the Deferred Compensation Plan for Non-EmployeeNon-Employee Directors, which begins after the annual meeting of shareholders and concludes immediately before the following annual meeting of shareholders.2018 Plan YearNon-Employee Director Compensation (October 2017 – March 2019)Highlights•To simplify ongoing administration,Additional fees for board chair and committee chairs to differentiate individual pay based on workload.•Emphasis on equity in fiscal 2018, the beginning ofoverall compensation mix.•Equity grants under a fixed-value annual grant policy with immediate vesting.•No performance-based equity awards.•A robust stock ownership guideline set at five times the Plan Year for annual non-employee director compensation was changed from November to the dateportion of the annual meeting of shareholders beginning in 2019. As a result, the “Plan Year” for non-employee director compensation was changed from the Company’s fiscal year to the year starting at the annual meeting of shareholders and concluding immediately before the annual meeting of shareholders the following year. For the 2018 Plan Year, non-employee directors were compensated $260,000 annually,retainer that can be paid at the election of the director in cash (up to 50%, or $130,000), time-based restrictedsupport shareholder alignment.•Deferred stock units, orunit program to facilitate stock options, or a mixture thereof.ownership.20192022 Plan Year Compensation (March 20192022 – March 2020)In June 2018, upon the recommendation of the Nominating/ Governance Committee, the board amended the2023)Our non-employee director compensation program for the 20192022 Plan Year. Beginning immediately afteryear was $310,000, representing a $15,000 increase from the 2019 annual meeting of shareholders, held on March 20, 2019, the total annual compensation for non-employee directors increased from $260,000 to $270,000,prior year, and was paid at the election of the director as follows: (i) $130,000 either entirely in cash (in one lump sum) or entirely in fully-vested RSUsrestricted stock units (“RSUs”), and (ii) $140,000 either$180,000 entirely in fully-vested RSUs. For the 2022 Plan year, stock options or entirely in fully-vested RSUs.Additionally, the board elected to increasewere eliminated as an equity alternative. Additional compensation for the non-executive chair of the board the non-executive vice chair of the board and chairs of the Auditboard’s committees remained unchanged at $185,000 (board chair), $25,000 (Audit Committee chair) and $20,000 (Nominating/Governance and Compensation Committee and Nominating/Governance Committee, each of whom became entitled to additional annual compensation in the amount of $185,000, $100,000 and $20,000,chairs) respectively, payable entirely in cash or entirely in fully-vested RSUs, at the election of the director. However, aFor the 2023 Plan year, the additional compensation to be paid to the Audit Committee chair will increase to $30,000 given the duties and responsibilities associated with this role and to remain competitive with peer compensation. A single board member who occupies both the non-executive chair or non-executive vice chairof the board role and a chair of a committee chairperson role shall receive only the additional compensation specified for his or hertheir role as non-executive chair or non-executive vice-chair.2020 Plan Year Compensation (March 2020 – March 2021)In June 2019, upon the recommendation of the Nominating/ Governance Committee, the board further amended the non-employee director compensation program for the 2020 Plan Year, which will begin after the March 18, 2020 annual meeting of shareholders, and increased annual director compensation from $270,000 to $295,000. This new level of compensation will be paid at the election of the director as follows: (i) $130,000 either entirely in cash (in one lump sum) or entirely in fully-vested RSUs and (ii) $165,000 either entirely in fully-vested stock options or entirely in fully-vested RSUs. Additional compensation for the non-executive board chair, non-executive vice chair and chairs of the board’s committees remained unchanged.InWhen considering and ultimately recommending the changes to the compensation program for our non-employee directors, the Nominating/Governance Committee consideredconsiders peer data, analysis, and recommendations provided by F.W. Cook, an independent compensation consulting firm, under F.W. Cook’s engagement with the Compensation Committee, as discussed in the “Our Executive Compensation Process” section of the proxy statement on page 47. The peers considered were the same peer group used to benchmark executive compensation. The goal of this change was to keep pace with anticipated market movement and align pay with the market median to allow the Company to recruit and retain the most qualified individuals to serve as non-employee directors, and to compensate them for their service and objectivity, while mitigating potential compensation-related risks.Compensation for Newly Elected Non-Employee DirectorsAs described in more detail on page 10, in September 2019, the board added three new members: Richard E. Allison, Jr., CEO of Domino’s Pizza; Andrew Campion, CFO of NIKE, Inc. and Isabel Ge Mahe, Vice President and Managing Director of Greater China of Apple, Inc. These new directors, by virtue of having first joined the board following the annual meeting of shareholders, were entitled to a pro-rata portion of the annual compensation for non-employee directors, based on the number of days remaining in the Plan Year following the date on which the new director joined the board, paid at the election of each director, as follows: (i) 44% of the pro-rated amount in the form of cash or time-based RSUs and (ii) 56% in the form of fully-vested stock options or fully-vested time-based RSUs. Upon the recommendation of the Nominating/Governance Committee, and approval by the board, the decision was reached to provide each of the new directors pro-rata compensation based on an annual compensation level of $295,000, the amount that will go into effect for the 2020 Plan Year.Terms of Non-Employee Director EquityStock options, granted under prior plan years, have an exercise price equal to the closing market price of our common stock on the grant date and have a 10-year term from the date of grant. Stock options and RSUs granted to non-employee directors in Plan Year 2019 vested immediately. Stock options and RSUs generally cease vesting as of the date a director no longer serves on the board. However, unvested stock options and unvested RSUs vest in full upon a non-employee director’s death, disability or retirement (retirement defined as ceasing to be a director (i) pursuant to not being elected at a meeting of the Company’s shareholders at which he or she was a nominee, (ii) by voluntary resignation with the approval of the board’s chair, after attaining age 55 and at least six years of continuous board service, or (iii) due to mandatory retirement immediately before the Company’s annual meeting of shareholders during the calendar year in which he or she attains age 75) or upon a change in control of Starbucks. Directors generally have 36 months to exercise their stock options after ceasing to be a board member.With respect to RSUs, elective deferral will continue to be available for “in-service” or “separation” as described on page 35. With respect to stock options, under the new program, the number of options awarded to non-employee directors who elect to receive a portion of their compensation in options will be based on the grant date fair value of the stock options as determined for our financial reporting purposes at the time of grant, whereas the number of stock options granted was previously based on a widely-used approximation of the relative value of stock options when compared to cash and RSUs.next page. Non-employee directors are expected to satisfy stock ownership guidelines of five (5) times the maximum portion of annual compensation that can be paid in cash, not including cash payable as additional retainer for serving as chair or vice chair of the board or for serving as a committee chair, as discussed below under the caption “Director Stock Ownership Guidelines.”34 2023 PROXY STATEMENT 37 FISCAL 20192022 NON-EMPLOYEE DIRECTOR COMPENSATION TABLEThe following table shows fiscal 20192022 compensation for non-employee directors.Name(1) Fees Earned or
Paid in Cash
($) Stock
Awards ($)(2) Option
Awards
($)(4)(5) Total
($)Richard E. Allison, Jr. — 155,940 (3) — 155,940 Andrew Campion — 155,940 (3) — 155,940 Mary N. Dillon — 149,993 137,866 287,859 Isabel Ge Mahe — 155,940 (3) — 155,940 Mellody Hobson(6) — 369,969 — 369,969 (6) Jørgen Vig Knudstorp — 149,993 137,866 287,859 Satya Nadella — 269,973 — 269,973 Joshua Cooper Ramo 130,000 139,965 — 269,965 Clara Shih 130,000 139,965 — 269,965 Javier G. Teruel — 129,937 137,866 267,803 Myron E. Ullman, III — 314,957 137,866 452,823 (1)Mr. Johnson and Ms. Brewer do not participate in the compensation program for non-employee directors, but rather are compensated as executive officers. Information on compensation paid to Mr. Johnson and Ms. Brewer in fiscal 2019 is described in the Compensation Discussion and Analysis section of the proxy statement.(2)The amounts shown in this column represent the grant date fair values of the RSU awards granted to each of the non-employee directors on March 20, 2019, or after the director was nominated to the board in the case of Messrs. Allison and Campion and Ms. Ge Mahe. The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s fiscal 2019 Annual Report on Form 10-K (Note 12: Employee Stock and Benefit Plans).(3)The amounts shown in this row represent the grant date fair values of the RSU awards granted to the non-employee director on September 11, 2019. The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s fiscal 2019 Annual Report on Form 10-K (Note 12: Employee Stock and Benefit Plans).(4)The amounts shown in this column represent the grant date fair values of the stock option awards granted to each of the non-employee directors on March 20, 2019. The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s fiscal 2019 Annual Report on Form 10-K (Note 12: Employee Stock and Benefit Plans).(5)As of September 29, 2019, the aggregate number of shares of Starbucks common stock underlying outstanding option awards for each non-employee director were: Mr. Allison—0; Mr. Campion —0; Ms. Dillon—11,937; Ms. Ge Mahe—0; Ms. Hobson—46,778; Mr. Knudstorp—29,118; Mr. Nadella—6,876; Mr. Ramo—0; Ms. Shih—19,998; Mr. Teruel—114,242; and Mr. Ullman—213,910.(6)Although Ms. Hobson is the chair of the Audit and Compliance Committee, she is not entitled to the additional $20,000 in annual compensation generally awarded to committee chairs due to the fact that Ms. Hobson is the non-executive vice chair of the board. Any non-executive chair or non-executive vice chair of the board, who is also a chair of a board committee, is not entitled to this additional $20,000 in annual compensation.Name(1)Fees Earned or
Paid in Cash
($)Stock
Awards ($)(2)Option
Awards
($)(3)Total
($)Richard E. Allison, Jr. — $309,956 — $309,946 Andrew Campion — $309,956 — $309,956 Mary N. Dillon(4)— $329,973 — $329,973 Isabel Ge Mahe — $309,956 — $309,956 Mellody Hobson — $494,915 — $494,915 Jørgen Vig Knudstorp — $329,573 — $329,573 Satya Nadella — $309,956 — $309,956 Joshua Cooper Ramo — $309,956 — $309,956 Clara Shih — $309,956 — $309,956 Javier G. Teruel(5)— $334,955 — $334,955 (1)Mr. Schultz does not participate in the compensation program for non-employee directors. Information on compensation paid to Mr. Schultz in this role as interim ceo in fiscal 2022 is described in the CD&A section and the executive compensation tables of this proxy statement.(2)The amounts shown in this column represent the grant date fair values of the RSU awards granted to each of the non-employee directors on March 16, 2022. The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s fiscal 2022 Annual Report (Note 1: Summary of Significant Accounting Policies & Estimates).(3)As of October 2, 2022, the aggregate number of shares of Starbucks common stock underlying outstanding option awards for each non-employee director were: Mr. Allison, 0; Mr. Campion, 0; Ms. Ge Mahe, 0; Ms. Hobson, 0; Mr. Knudstorp, 49,289; Mr. Nadella, 6,876; Mr. Ramo, 0; Ms. Shih, 5,166; and Mr. Teruel, 87,635. As of the date of her departure from the Board, Ms. Dillon held 32,108 shares of Starbucks common stock underlying outstanding option awards.(4)Ms. Dillon resigned from the board on September 1, 2022.(5)Mr. Teruel resigned from the board on October 5, 2022.Deferred Compensation PlanUnder the Deferred Compensation Plan for Non-Employee Directors, a non-employee director may irrevocably elect to defer receipt of shares of common stock the director would have received upon vesting of RSUs until (1) the earlier of three years from the vesting of the RSU and separation from the board or (2) separation from the board. The purpose of the plan is to enhance the Company’s ability to attract and retain non-employee directors by providing individual financial and tax planning flexibility.Non-Employee Director Stock Ownership GuidelinesIn June 2018, the board increased theThe minimum Company stock ownership guidelinesguideline for non-employee directors from $480,000 tois five (5) times the maximum portion of annual compensation that can be paid in cash, not including cash payable as additional retainerretainer for serving as chair or vice chair of the board or for serving as a committee chair. The guidelines serve to align the interests of our non-employee directors to those of our shareholders. Under this formula, the current holdingownership requirement is $650,000 (5 x $130,000) of Company stock. Directors elected prior to September 2019 will have until June 2023a period of five years to comply with this requirement and new directors will have five years from when they first joined the board.Deferred stock units resulting from deferrals under the deferred compensation plan for non-employee directors described above countare counted toward meeting the guidelines. Each director is expected to continue to meet the ownership requirement for as long as he or she servesthey serve as a non-employee director of the board. Except for Messrs. Allison and Campion and Ms. Ge Mahe, who joined the board in September 2019 and have five years to meet the requirement, allAll current non-employee directors have metare in compliance with these guidelines as of the date of this proxy statement.PROPOSAL 2ADVISORY RESOLUTIONVOTE TO APPROVE OURNAMED EXECUTIVE OFFICER COMPENSATIONWe are asking shareholders to approve, anon a nonbinding, advisory resolutionbasis, the compensation paid to our named executive officers as reported in this proxy statement (commonly referred to as a “Say-on-Pay” resolution) on the Company’s executive compensation as reported in this proxy statement.We encourage shareholders to read the Compensation Discussion and Analysis section of this proxy statement, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the board of directors believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to the Company’s recent and long-term success.The board has adopted a policy providing for an annual Say-on-Paysay-on-pay advisory vote. In accordance with this policy and Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as a matter of good corporate governance, we are asking shareholders to approve, on a nonbinding, advisory basis, the following advisory resolution at the 2020 Annual Meeting of Shareholders:RESOLVED, that the shareholders of Starbucks Corporation approve, on ana nonbinding, advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes, and narrative in the proxy statement for the Company’s 20202023 Annual Meeting of Shareholders.This advisory Say-on-Paysay-on-pay resolution is non-binding on the board of directors. Although non-binding, the board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program. Unless the board modifies its policy on the frequency of future Say-on-Paysay-on-pay advisory votes, the next Say-on-Paysay-on-pay advisory vote will be held at the 20212024 Annual Meeting of Shareholders.Board RecommendationBoard Recommendation 
The board of directors recommends a voteFORthe approval, on a nonbinding, advisory basis, of the advisory vote oncompensation paid to our named executive compensation.officers.36 2023 PROXY STATEMENT 39 This Compensation Discussion and Analysis (“CD&A”) provides information on the broader goals and objectives of our executive compensation program and aligns with the amounts shown in the executive compensation tables that follow. This summary addressesincluding Starbucks global compensation philosophy, which focuses on rewarding partners for their central role in our growth. TheWhile the principles underlying this philosophy extend to all levels of the organization;organization, this CD&A however, primarily covers the compensation toof our named executive officers (“NEOs”),. For fiscal 2022, our NEOs are the sixcurrent executive officers and former executive officers named below and in the compensation tables of this proxy statement.below. We use “Compensation Committee” or “Committee” refersin the CD&A to refer to the Compensation and Management Development Committee of the Starbucks board of directors. We refer to all of our employees as “partners”“partners,” including throughout this proxy statement, to reflect the significant role they play in our success.
Howard Schultz Laxman Narasimhan Rachel Ruggeri Michael Conway interim chief executive officer chief executive officer-elect executive vice president
and chief financial officergroup president,
International and Channel
DevelopmentJohn Culver* Kevin Johnson** Rachel A. Gonzalez*** former group president and chief operating officer former president and chief executive officer former executive vice president,
general counsel* Effective October 1, 2022, we eliminated the successchief operating officer role, and following the elimination of that role, Mr. Culver remained employed with the Company in a senior advisor role through January 1, 2023. Due to there no longer being an equivalent role for Mr. Culver, his employment was involuntarily terminated on January 2, 2023.** Mr. Johnson retired as president and chief executive officer, effective April 4, 2022, and remained employed with the Company in a senior advisor role through October 2, 2022.*** Ms. Gonzalez's employment as executive vice president, general counsel was involuntarily terminated effective April 4, 2022, in connection with changes in executive leadership, and Ms. Gonzalez remained employed with the Company in a senior advisor role through May 20, 2022.EXECUTIVE SUMMARYBusiness HighlightsIn fiscal 2022, our executive leadership team experienced significant changes, commencing with the retirement of Kevin R. Johnson as president and chief executive officer, and the appointment of Starbucks founder, Howard Schultz, as interim chief executive officer in April 2022. Our board of directors selected Mr. Schultz based on his role in building Starbucks into one of the world’s most recognized and respected businesses, a company focused on delivering best-in-class financial performance, through exceeding the expectations of our Company.people and our customers. Under his leadership, Starbucks grew from 11 stores with 100 partners to more than 28,000 stores in 77 countries, and he pioneered programs like comprehensive healthcare, stock ownership, and free college tuition for full and part-time partners.Additional leadership and organizational changes followed in fiscal 2022, which concluded with the appointment of Laxman Narasimhan, as chief executive officer-elect in October 2022. Mr. Narasimhan is expected to be appointed as our permanent chief executive officer in April 2023. Mr. Narasimhan brings nearly 30 years of experience leading and advising global consumer-facing brands. Known for his considerable operational expertise, he has a proven track record in developing purpose-led brands, and building on companies’ histories, he has succeeded in rallying talent to deliver on future ambitions by driving consumer-centric and digital innovations.Guided by Mr. Schultz and our partners, in fiscal 2022, we began to implement our Reinvention Plan, an inspired roadmap to build the future of Starbucks, while staying true to our mission of uplifting communities through a shared love for coffee and further extending our coffee leadership and innovation. Starbucks partners are at the core of the Reinvention Plan, and we are committed to investing in our partner base through recruiting, training, and onboarding initiatives. As part of the Reinvention Plan, we also are continuing to unlock the intersection of convenience and connection by introducing enhancements to the customer experience across the retail and digital realms. Finally, we are seeking to continue to accelerate our leadership position in international markets through the strength of our licensing model, the digital Starbucks Experience, and purpose-driven growth in China.In fiscal 2022, we continued to manage the business through global economic uncertainties, inflationary pressures, a resurgence of COVID-19 in China, and lower government subsidies. In fiscal 2022, we grew global revenues 13%* year-over-year to a record $32.3 billion, driven by 8% comparable stores sales growth globally and 12% comparable stores sales growth in North America as we saw meaningful growth in our global customer base. In the U.S., we grew our unique customers 9% year-over-year, and we saw a 16%* increase in U.S. Starbucks Rewards membership year-over-year to nearly 29 million members. However, international comparable store sales decreased 9%, primarily attributable to COVID-19 related restrictions in China, and our operating income and operating margin for the International segment decreased, driven primarily by lower sales related to COVID-19 restrictions in China, investments in our partners, and lower government subsidies.
Kevin R. Johnson40Patrick J. GrismerRosalind G. BrewerJohn CulverLucy HelmScott Mawpresident and chiefEXECUTIVE COMPENSATIONDespite such challenges, we remain confident in our long-term strategy as we continue to execute on our Reinvention Plan, which we believe will touch, and elevate our Starbucks partner, customer and store experiences, and position Starbucks to deliver sustainable, long-term, profitable growth, and value creation.*Growth rate is based on a 52-week basis. Please refer to Appendix A for Reconciliation of Extra Week.executive vicegroup president,group president,executive viceexecutive viceexecutive officerpresident, chiefAmericas andInternational,president,president,financial officerTotal Consolidated Revenues
(+13% year-over-year)$32.3 BillionU.S. 90-day active Starbucks® Rewards members grew 16% year-over-year to28.7 Millionchief operatingChannelchief partner officerchief financialOperating Margin
(-250 basis points year-over-year)14.3%officerTotal Consolidated EPS
(-20.1% year-over-year)$2.83Development andofficer (RetiredExpanded global retail store base 6% to35,711 StoresNon-GAAP Operating Margin
(-290 basis points year-over-year,)15.1%*Total Consolidated non-GAAP EPS
(-7.5% year-over-year, or -5% on a 52 week basis)$2.96*Global Coffee & TeaNovember 30, 2018)* Appendix A includes a reconciliation of non-GAAP operating margin and non-GAAP EPS to the most directly comparable measure reported under GAAP. Year over year growth is based on a 52-week basis. For the annual revenue growth, please refer to Appendix A, Reconciliation of Extra Week.Fiscal 2019 was a year of exceptional growth for2022 Executive Compensation PayoutsOur fiscal 2022 executive program payouts are aligned with our business as our leaders implemented the transformational “Growth at Scale” agenda, which has led to a dramatic turnaround in the business, while staying true to Starbucks unique mission and values. The result of this growth, consistent with our pay-for-performance philosophy and compensation program design, was an increase in overall compensation to our executives for driving strong operating results, delivering exceptional shareholder returns and creating meaningful value for all stakeholders. In considerationperformance. Each of our goalNEOs who was eligible to maintain a compensation program that attracts and retainsearn an annual cash incentive award under the highest levels of talent and reflects input from our shareholders, the Committee enacted changes to ourannual Executive Management Bonus Plan (“Annual Incentive Bonus Plan”) would have earned an award based on our financial and Leadership Stock Plan to meet the needs of a dynamic, global growth company. In this executive summary, we review business performanceoperational results, progress against our ESG initiatives, and its alignment with fiscal 2019 executive compensationtheir individual performance. However, given our overall financial and summarize the actions that the Committee took following fiscal 2019 to sustain the successful execution of our transformational “Growth at Scale” agenda.The Company delivered strong operatingoperational performance in fiscal 2022 and given that transformation efforts under our Reinvention Plan remain ongoing, our Compensation Committee elected not to pay any such awards for fiscal 2022. Our fiscal 2020 PRSUs (awarded in November 2019) paid out at only 61.25% due to our inability to achieve the rigorous earnings targets and our total shareholder return performance compared to the S&P 500 during the last three fiscal years. Further, Mr. Johnson’s long-term cash performance-based award that was originally granted in December 2019 increasing consolidated net revenue by 7%did not pay out given the challenging relative total shareholder return targets that were set for such award were not achieved.Listening to a record $26.5 billionOur Shareholders and non-GAAP* EPS by 17%Changes to $2.83 per share. During theFiscal 2023 CompensationEvery year, Starbucks made significant investmentsprovides shareholders with the opportunity to support the growthapprove its executive compensation program on an advisory basis. At our 2022 Annual Meeting of Shareholders, approximately 92.4% of our business, adding 1,900 net new stores, resulting in more than 31,000 stores globally. We also returned $12 billion to shareholders in fiscal 2019 throughwho cast votes supported our advisory vote on executive compensation. In addition, every year, we engage with shareholders representing a combination of dividends and share repurchases.Starbucks reported strong top line growth in fiscal 2019, as we fundamentally streamlinedour business to focus on our most important strategic priorities.+7%+17%*$12 BillionNet RevenuesNon-GAAP EPSCapital Returned to Shareholders*Annex A includes a reconciliation of non-GAAP EPS to diluted net earnings per share, the most directly comparable GAAP measure.2020 PROXY STATEMENT 37EXECUTIVE COMPENSATIONExecutive Compensation Objectives and Program DesignA key elementsignificant portion of our success is having the right leaders to guide Starbucks and successfully executeoutstanding shares on a variety of topics, including our strategy, so it is critical to attract and retain the highest levelexecutive compensation program. During 2022, as part of executive talent. Further,our regular shareholder outreach, we engaged with our top shareholders, representing nearly 30% of our total shares outstanding. The shareholders with whom we engaged generally expressed support for our executive compensation program, is structuredand were also supportive of the meaningful enhancements that we made to our program in fiscal 2022, which included, among other things, clarifying that the non-financial individual performance factor portion of our Annual Incentive Bonus Plan would be weighted at 30% in the aggregate, and providing for more formulaic payout metrics for ESG goals.In evaluating our compensation practices for fiscal 2023, the Compensation Committee was mindful of the feedback provided by shareholders and continued to refine our Annual Incentive Bonus Plan to more closely align compensation with company financial performance and further demonstrate our commitment to value creation for shareholders, including an increased focus on sales and earnings given the effects of COVID-19, supply chain and materials costs, potential difficulties in China, and the Company’s transformation in connection with our business purposeReinvention Plan. Beginning with the fiscal 2023 Annual Incentive Bonus Plan, 70% of each participant’s target incentive opportunity will be earned based on adjusted net revenue and commitmentadjusted operating income financial metrics, increased from 50%, and the remaining 30% will be earned based on ESG metrics (15% increased from 10% in fiscal 2022) and individual performance (15% decreased from 30% in fiscal 2022). Profit specific goals, which included operating margin, comparable store sales, and net new stores, were eliminated from the Annual Incentive Bonus Plan as the Compensation Committee determined that performance against these metrics was largely reflected in the adjusted net revenue and adjusted operating income metrics and wanted to shareholder value creation: focusing on long-term sustainable growthfocus and increasing shareholder returns while staying true to our core principles. We believe our compensation structure and its resulting realizable pay for executives demonstrate our strong commitment to linking compensation to Company performance and strategy.Pay Delivery and Performance AlignmentAt-Risksimplify the plan, as described in more detail below in the section entitled “2023 Executive Compensation.”2023 PROXY STATEMENT 41 EXECUTIVE COMPENSATIONFiscal 2022 Target Total Direct CompensationThe vast majority of compensation value we deliver to our executivesNEOs’ target total direct compensation is in the form of compensation that is variable andor “at-risk” based on performance.our financial, operating, and ESG performance and the value of our stock price. The at-risk elements of our fiscal 20192022 program include (i) our Annual Incentive Bonus Plan, aan annual cash annual incentive bonus,award program, and (ii) our Leadership Stock Plan, as part ofthrough which restricted stock units (“RSUs”)PRSUs and performance-based restricted stock units (“PRSUs”)RSUs were granted as long-term incentives.incentive awards.CEOCompensationMix
FORMER CEO Compensation Mix* 
NEO*
Other NEOs** Compensation
Mix*Excludes Mr. Maw who retired on November 30, 2018.Updated Compensation Plan Design for Fiscal 2019Both our short-term* The chart above does not include Mr. Schultz, who, in connection with his appointment as interim chief executive officer, received a base salary of only $1, was not eligible to earn an annual cash incentive plan,award under the Annual Incentive Bonus Plan, and did not receive any equity award grants.** This chart also does not include Mr. Narasimhan, who did not commence employment with the Company until October 1, 2022, the day immediately preceding the end of fiscal 2022.42 EXECUTIVE COMPENSATIONRigorous Goal SettingOur management and the Committee worked collaboratively to set targets reflective of our ambitious performance goals and to drive long-term incentive plan,value creation for our shareholders.2022 Annual Incentive Bonus Plan Leadership Stock Plan 
* The three radial slices shown here are not meant to be representative of their categorical value. Annual Incentive Bonus PlanWe set our fiscal 2022 performance target above our fiscal 2021 performance consistent with our challenging strategic growth plans and our rigorous goal setting philosophy. For fiscal 2022, the Leadership Stocktypes of goals and the weightings of such goals were unchanged from fiscal 2021. However, the Compensation Committee elected to refine the Annual Incentive Bonus Plan were redesigned for fiscal 2019. We added an2022 by clarifying that the Individual Performance Factor (“IPF”) to theportion of our Annual Incentive Bonus Plan pursuant to whichfor fiscal 2022 would be weighted at 30% of the target value of each annual cash incentive award is determined based on an assessment of individual performance against pre-established strategic, operational and leadership goals as well as retrospective review.The Leadership Stock Plan now provides 40% of annual awards in the form of time-based RSUs, rather than stock options,aggregate. The IPF portion was limited to better balance ownershipMission and retention. The other 60% of awards under this plan continueValues and strategic and operational goals specific to be issued ineach individual participant (20% overall weighting), and inclusion and diversity goals whose achievement will vary by participant (10% overall weighting), while our planet- and profit-positive goals for fiscal 2022 were separate and distinct factors, with each having a 10% weighting and more formulaic payout metrics. Our planet-positive and profit-positive goals were applied consistently across the form of PRSUs. The Company also implemented a change to move from a two-year to three-year performance period and replace the return on invested capital (“ROIC”) modifier with a three-year relative total shareholder return (“TSR”) modifier compared to the S&P 500 for equity grants in order to further align compensation with shareholder interests.ANNUAL INCENTIVE BONUS PLAN
38 EXECUTIVE COMPENSATIONLEADERSHIP STOCK PLAN
Annual Incentive Bonus Plan
The Annual Incentive Bonus Plan is comprised of two metrics: the objective performance goals and the IPF, the latterresults of which is a new metric added inour fiscal 2019. The objective2022 performance goals, weighted at 70% of the award’s total payout, are measured by adjusted net revenue and adjusted net operating income, as described in more detail below. The IPF, described in detail starting on pages 44page 47. While each of our NEOs who was eligible to 46,earn an annual cash incentive award would have earned an award based on certain financial results and their individual performance, our Compensation Committee made a determination not to pay any such awards for fiscal 2022, given our overall earnings performance in fiscal 2022 and given that transformation efforts under our Reinvention Plan remain ongoing.Leadership Stock PlanGiven the positive feedback received from shareholders in respect of our fiscal 2021 executive compensation program, the Compensation Committee did not make any changes to the Leadership Stock Plan for fiscal 2022. For fiscal 2022, long-term incentives were awarded in the form of: (1) PRSUs, where the number of shares earned is weighted at 30%, withbased on three-year EPS performance against pre-established annual targets, subject to a payout between 0-200%downward or upward adjustment of target, as recommended by the Committee25% based on relative TSR performance and authorized by the board.
Rigorous Goal SettingStarbucks is performance driven,an additional downward or upward adjustment of up to 10% based on achievement of inclusion and diversity goals and (2) time-based RSUs. The Leadership Stock Plan and the Committee believes there is a strong connection betweenresults of our impressive track record of profitable growth over the last ten years, the rigorous targets we communicate externally and the corresponding goals that we set for ourselves under our incentive plans.The below graphics show the fiscal 2019 threshold, target and maximum2022 performance for the objective performance goals, as well as adjusted results for fiscal 2018 and fiscal 2019, under the Annual Incentive Bonus Plan.ADJUSTED NET REVENUE(1)Threshold(Millions U.S.$)Target(Millions U.S.$)Maximum(Millions U.S.$)Consolidated2023 PROXY STATEMENT
ADJUSTED OPERATING INCOME(1)Threshold(Millions U.S.$)Target(Millions U.S.$)Maximum(Millions U.S.$)Consolidated
(1)The performance measures under the Annual Incentive Bonus Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that the performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. The fiscal 2019 consolidated operating income result excludes foreign currency fluctuations on revenue and operating income; ownership changes related to France, the Netherlands and Thailand; accounting changes; and various other unusual or infrequent events that impacted results.2020 PROXY STATEMENT 39EXECUTIVE COMPENSATIONCompensation Policy Highlights
WHAT WE DOWHAT WE DON’T DO✓
Pay-for-Performance Philosophy:The vast majorityPhilosophy with Large Majority of executive officer compensation is variablePay at RiskCombination of Absolute and tied toRelative Performance Metrics in Incentive ProgramsIncorporate ESG Goals into our financial results or the performance of our stock price, or both.Long-term and Short-term Incentive Plans (including Inclusion and Diversity Goals)✓ Stock Ownership Policy:Executive officers are expected to acquire and hold Starbucks stock worth two to six times base salary (depending on position) within five years of appointment. Executive officers who are not on track by the end of the third year after becoming subject to the guidelines are subject to a holding requirement.Policy, including Rigorous Share Ownership Requirements✓Double-Trigger Equity Acceleration Upon a Change in Control:Long-term incentive awards provide for accelerated vesting upon a change in control only if the executive is involuntarily terminated (without “Cause”) or equity awards are not assumed by the surviving company in conjunction with a change in control.Control Benefits✓Independent Executive Compensation Consultant:ConsultantThe Compensation Committee retains an independent compensation consultant on matters surrounding executiveAnnual Assessment of Risk and non-employee director payRisk Mitigation PracticesRegular Review of Share Utilization, Dilution, and governance. This consultant provides no other services to Starbucks.Cost
✓Mitigate Risk:Our compensation program has provisions to mitigate undue risk, including caps on the maximum level of payouts, clawback provisions, multiple performance metrics and board and management processes to identify risk. The Compensation Committee annually reviews our programs and does not believe any of our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company.✓Regularly Review Share Utilization:Management and the board regularly evaluate share utilization levels by reviewing the cost and dilutive impact of stock compensation.✓Robust Engagement with Shareholders on Governance and Compensation:Compensation
See the summary of our shareholder engagement programLong-term Incentive Awards Denominated and Settled in the “Corporate Governance” section of this proxy statement on page 29. We discussed our governanceEquity and compensation programs with shareholders representing approximately 30% of our outstanding shares. Fiscal 2019 design changes to our PRSUs (discussed above) were influenced by shareholder feedback.Not in Cash✓Clawback Policy:Executive officers are subject to a clawback policy that applies where there has been payment of a bonus or equity award predicated upon the achievement of financial results that were the product of fraudulent activity or that were subsequently the subject of a material negative restatement. Our program also includes a clawback provision based on material misconduct on the part of executives unrelated to a restatement.Policy Covering Cash and EquityWHAT WE DON’T DO
✕No Excise Tax Gross-Ups Upon a Change in Control:Offer letters and employment agreements do not include tax gross-up benefits.Control✕No Above-MarketExcessive Executive Perquisites:We provide limited perquisites (e.g. annual executive physical exams and certain security services).Perquisites✕No Tax Gross-Ups on Perquisites or Benefits:BenefitsWe do not provide tax gross-ups on perquisitesRepricing or benefits except in the caseCash-out of standard relocation benefits and expatriate income tax equalization benefits available to all similarly situated partners.✕No Repricing Underwater Stock Options Without Shareholder Approval; No ApprovalStock Option Grants Below 100% of Fair Market Value:We do not allow the repricing (or cash buyouts) of stock options without shareholder approval, and we do not allow the granting of stock options with an exercise price less than the fair market value of our common stock on the date of grant.Value✕No Fixed Term or Evergreen Employment Agreements; No Severance Agreements:All executive officers have “at-will” employment relationships with the Company.Agreements✕No Hedging, Pledging, Short Sales, or Derivative Transactions in Company Stock:The policy is comprehensive and covers executive officers and non-employee directors.Stock✕Same Change in Control Equity Award Benefits as all EmployeesNo Change-in-ControlExecutive Pension Plans or Supplemental Executive Retirement PlansINTERIM CEO COMPENSATIONIn connection with his appointment as interim chief executive officer, Mr. Schultz received a base salary of only $1, was not eligible to earn an annual cash incentive award under the Annual Incentive Bonus Plan and did not receive any equity award grants. Mr. Schultz was entitled to receive benefits on the same basis as similarly situated partners, including with respect to personal security as described in more detail below.CEO-ELECT NEW HIRE PACKAGEIn connection with Mr. Narasimhan’s appointment as ceo-elect, we entered into an offer letter with Mr. Narasimhan, which provides for, among things, his compensation and employment terms. The Compensation Committee spent significant time reviewing Mr. Narasimhan’s compensation terms with its independent compensation consultant, and in approving the final terms, considered the importance of his role and responsibilities and aligning his compensation with the median compensation of our peer group. The rationale for each of the elements of Mr. Narasimhan’s compensation and how each element aligns with our compensation philosophy is summarized in the table below.Compensation Element Description Rationale Base Salary $1,300,000 Provides executives with a predictable level of income; reflects role and responsibilities as well as market competitiveness. Annual Incentive Bonus 200% of base salary Reflects role and responsibilities as well as market competitiveness and internal equity considerations. Ties additional upside earning opportunity to Company and individual performance results. Annual Equity Incentives Annual equity awards with a target value of $13,600,000 Reflects role and responsibilities as well as market competitiveness and internal equity considerations Replacement Equity Grants Replacement equity grant with a target value of $9,250,000:
60% in PRSUs, which vest based on performance, and 40% in RSUs, which vest annually over three yearsAwards are forfeited if Mr. Narasimhan’s employment terminates within twelve months of his start date, except in certain limited circumstances as described below under Employment Agreements and Termination ArrangementsThe replacement equity grants were made in respect of certain outstanding equity awards that Mr. Narasimhan forfeited when he left his previous employer to join Starbucks, consistent with Executives:We do notmarket practiceTo provide any special change-in-controlalignment with the other members of the Company’s leadership team, 50% of the PRSUs provide for participation in the Company’s in-progress FY2021-2023 PRSU cycle, 25% of the PRSUs provide for participation in the Company’s in-progress FY2022-2024 PRSU cycle, and 25% of the PRSUs provide for participation in the Company’s FY2023-2025 PRSU cycle, in the latter case for awards granted in November.Perquisites and Other Executive Benefits Reimbursement for relocation expenses (including tax reimbursements) and up to $50,000 in legal fees Supports our objective of attracting and retaining top executive talent; consistent with market practice and the Company’s relocation policy.Mr. Narasimhan’s relocation benefits are provided for pursuant to executives. Our only change-in-control arrangement is “double-trigger” vesting of equity,the Company’s international relocation policy, which applies to all partners.partners at the vice president level and above.Signing Bonus $1,600,000Awards are forfeited if Mr. Narasimhan’s employment terminates within twelve months of his start date, except in certain limited circumstances as described below under Employment Agreements and Termination ArrangementsIn consideration of Mr. Narasimhan’s cash incentive opportunity that was forfeited from his previous employer; consistent with market practice Severance Benefits Cash severance and equity vesting benefits in the event of termination without misconduct or resignation for good reason, conditioned on a release of claims against the Company; will be entitled to participate in the Starbucks Severance and CIC Plan upon becoming permanent ceo, which is expected to occur on or before April 1, 2023 Supports our objective of attracting and retaining top executive talent; consistent with market practice. Please see Executive Compensation Agreements and Arrangements below for more information 40 44 2022 EXECUTIVE COMPENSATIONFiscal 20192022 Executive Compensation OverviewThe following table provides information regarding the elements of our fiscal 20192022 executive compensation program.ElementFormElement Form Objectives and Basis Base Salary Cash ✓
Attract and retain highly qualified executives to drive our successAnnual Incentive Bonus Cash ✓Drive short-term Company performance and promote our financial goals and our people-, planet-, and profit-positive initiatives✓Target bonus amount set as a percentage of base salary✓Actual payout based on financial performance against pre-established net revenue and operating income targets and company planet- and profit-positive goals and an individual performance factorfactor.Long-term Incentive PRSUs and Time-Basedtime-based RSUs✓Drive long-term Company performance, align interests of executives with those of shareholders, promote our people-positive initiatives, retain executives through long-term vesting, and provide potential wealth accumulation✓Delivered 60% in PRSUs and 40% in time-based RSUs✓PRSUs are earned based on three-year EPS performance against pre-establishedpre-established annual targets, subject to downward or upward adjustment of 25% based on our relative TSR; vesting is 100%TSR performance and downward or upward adjustment of up to 10% based on achievement of three-year inclusion and diversity goals; shares are only able to vest after three yearsthe full three-year performance period RSUs vest over a four-year period, subject to continued service with the Company, and become more valuable as our stock price increases, which benefits all of our shareholdersPerquisites and Other
Executive BenefitsLimited enhanced benefits (See “Other Compensation”—“Compensation Policies - Perquisites and Other Executive Benefits”)✓Provide for the safety and wellness of our executives and other purposes as discussed belowsupport our objective of attracting and retaining top executive talentDeferred Compensation 401(k) plan and non-qualified Management Deferred Compensation Plan ✓Provide methods for general savings, including for retirement and benefits generally consistent with our peer groupGeneral Benefits Health and welfare plans, stock purchase plan, and other broad-based partner benefits ✓Offer competitive benefits package that generally includes benefits offered to all partners20202023 PROXY STATEMENT 4145EXECUTIVE COMPENSATIONFinancial Results Under Performance GoalsIn determining the design of our fiscal 2022 Annual Incentive PlansBonus Plan and the PRSUs granted under the Leadership Stock Plan, we considered prior year incentive plan targets and results as well as our financial and operating performance in fiscal 2021, with the targets for fiscal 2022 financial goals set at a level significantly above the prior year’s results.CONSOLIDATED ADJUSTED NET REVENUE(1)
(IN MILLIONS)CONSOLIDATED ADJUSTED OPERATING INCOME(2)
(IN MILLIONS)
ADJUSTED EARNINGS PER SHARE(3)TOTAL SHAREHOLDER RETURN 
(1)Adjusted net revenue is a non-GAAP measure. The fiscal 2022 consolidated adjusted net revenue result excludes foreign currency fluctuations. The fiscal 2021 consolidated adjusted net revenue result excludes foreign currency fluctuations and the impact of the 53rd week. The fiscal 2020 consolidated adjusted net revenue result excludes foreign currency fluctuations; Channel Development transition impacts; accounting changes and other items.(2)Adjusted operating income is a non-GAAP measure. The fiscal 2022 consolidated adjusted operating income result excludes foreign currency fluctuations. The fiscal 2021 consolidated adjusted operating income result excludes foreign currency fluctuations and the impact of the 53rd week. The fiscal 2020 consolidated adjusted operating income result excludes foreign currency fluctuations; Channel Development transition impacts; accounting changes and other items.(3)Adjusted earnings per share is a non-GAAP measure. The fiscal 2022 adjusted earnings per share result excludes foreign currency fluctuations. The fiscal 2021 adjusted earnings per share result excludes foreign currency fluctuations, effects of tax law changes, and the 53rd week. The fiscal 2020 adjusted earnings per share result excludes foreign currency fluctuations and the Channel Development transition impact.
(1)The fiscal 2019 consolidated adjusted net revenue result excludes foreign currency fluctuations; ownership changes related to France, the Netherlands and Thailand; accounting changes and other items. The fiscal 2018 adjusted net revenue result excludes the impact of foreign currency fluctuations; ownership changes related to East China, Singapore, Taiwan, Tazo and Brazil; the Global Coffee Alliance with Nestlé and other items. The fiscal 2017 adjusted net revenue result excludes the impact of foreign currency fluctuations and ownership changes in Singapore.(2)The fiscal 2019 consolidated adjusted operating income result excludes foreign currency fluctuations; ownership changes related to France, the Netherlands and Thailand; accounting changes and other items. The fiscal 2018 consolidated adjusted operating income result excludes the impact of foreign currency fluctuations; restructuring, impairment and optimization costs; ownership changes related to East China, Singapore, Taiwan, Tazo and Brazil; the net impact of U.S. tax reform and other items. The fiscal 2017 consolidated adjusted operating income result excludes the impact of foreign currency fluctuations, ownership changes in Japan and Singapore, Greater China transaction costs, restructuring and impairment charges associated with our restructuring efforts, a donation to The Starbucks Foundation and other items.(3)The fiscal 2019 adjusted earnings per share result, related to the November 2017 PRSU award, excludes the impact of foreign currency fluctuations; restructuring of U.S. and Canada; ownership changes in Brazil, the Netherlands, France and Thailand; the Global Coffee Alliance with Nestlé; the net impact of U.S. federal tax reform; unbudgeted share repurchases and other items. The fiscal 2018 adjusted earnings per share result, related to the November 2016 PRSU award, excludes the impact of foreign currency fluctuations; restructuring, impairment and optimization costs; ownership changes related to East China, Singapore, Taiwan, Tazo and Brazil; the net impact of U.S. federal tax reform and other items. The fiscal 2017 adjusted earnings per share result, related to the November 2015 PRSU award, excludes the impact of foreign currency fluctuations; ownership changes in Japan, Germany and Singapore; Greater China transaction costs; restructuring and impairment charges associated with our restructuring efforts; a donation to The Starbucks Foundation and unbudgeted share repurchases.42 EXECUTIVE COMPENSATIONElements of Fiscal 20192022 Executive CompensationBase SalaryThe Compensation Committee generally reviews and approves base salaries annually at its November meeting, with new salaries effective in late November or early December and makes periodic adjustments in connection with promotions, or changes in position.roles and/or responsibilities, or to reward individual performance and promote market competitiveness. In making any such adjustments, the Compensation Committee will also consider the breadth, scope, and complexity of the NEO’s role, internal equity, and whether the NEO’s base salary is appropriately positioned relative to similarly situated executives in our peer group. For fiscal 2019,2022, the Committee reviewed and approved the base salaries shown below (and with respect to Mr. Johnson in his role as our president and ceo, the Committee recommended, and the independent directors approved, the ceohis base salary). In fiscal 2022, Ms. Ruggeri and Ms. Gonzalez each received base salary increases based on their performance and market competitiveness and internal equity considerations, which became effective on Base Salary
(Annualized Rate)Named Executive Officer Fiscal 2019 Fiscal 2018 % Change Kevin R. Johnson $ 1,500,000 $ 1,500,000 0% Patrick J. Grismer $ 845,000 (1) N/A N/A Rosalind G. Brewer $ 1,040,000 $ 1,000,000 4% John Culver $ 858,000 $ 825,000 4% Lucy Helm $ 630,000 $ 600,000 5% Scott Maw $ 800,000 (2) $ 800,000 0% (1)Mr. Grismer was named executive vice president effective November 12, 2018 and chief financial officer effective November 30, 2018.(2)Mr. Maw retired as of November 30, 2018.In connection with his appointment as interim chief executive officer, Mr. Schultz received a base salary of only $1. Mr. Narasimhan did not receive a base salary in fiscal 2022 as his employment did not commence until October 1, 2022, the day immediately preceding the end of fiscal 2022. Base Salary(Annualized Rate)Named Executive Officer Fiscal 2022 Fiscal 2021 % Change Howard Schultz $1 N/A N/A Rachel Ruggeri $840,000 $800,000 5 % Michael Conway $925,000 $925,000 0 % Kevin R. Johnson* $1,550,000 $1,550,000 0 % John Culver $1,000,000 $1,000,000 0 % Rachel A. Gonzalez** $761,250 $725,000 5 % * Mr. Johnson retired as president and chief executive officer, effective April 4, 2022, and remained employed with the Company in a senior advisor role through October 2, 2022. During his time in a senior advisor role, Mr. Johnson’s base salary was reduced by 50%.** Ms. Gonzalez’s employment as executive vice president, general counsel was involuntarily terminated effective April 4, 2022, in connection with changes in executive leadership, and Ms. Gonzalez remained employed with the Company in a senior advisor role through May 20, 2022. During Ms. Gonzalez’s time in a senior advisor role, Ms. Gonzalez’s base salary was reduced by 50%.Annual Incentive Bonus PlanStarbucks annual cash incentive bonusesawards for NEOs are paid pursuant to our shareholder-approved Annual Incentive Bonus Plan.In November 2018, the Committee made the decision to revise the The Annual Incentive Bonus Plan designis designed to ensure that awards are differentiated based on the basis of individual performance and to further align compensation with the execution of strategic initiatives that drive long-term strategic initiatives. This change resulted in the addition of an individual performance factor, pursuant to which 30%performance. Fifty percent (50%) of the target value of each annual cash incentive award will be determinedoverall Annual Incentive Bonus Plan payout would have been based on an assessment of individual performance against strategic, operational and leadership goals. The portion of the plan based on Company financial performance, utilizing the same metrics as in fiscal 2018, is weighted at 70%, and based on achieving predetermined adjusted net revenue (weighted at 40%) and adjusted operating income (weighted at 60%) targets.individual performance goals and the calculation of the objectivefinancial performance goals and individual performance factor components of the annual cash incentive bonuses.
FY22 Design BASE ($) 
TARGET ANNUAL INCENTIVE OPPORTUNITY (%)
PERFORMANCE FACTORS (Illustrated Below)PERFORMANCE FACTORS 
2023 PROXY STATEMENT 47 EXECUTIVE COMPENSATIONNo Fiscal 2022 Annual Incentive Bonus Plan PayoutsAs discussed above, each of our NEOs who was eligible to earn an annual cash incentive award would have earned an award based on our financial results and people positive, profit positive, and planet positive goals. However, after considering the recommendations of our interim chief executive officer, the Committee exercised its discretion to adjust all payouts under the Annual Incentive Bonus Plan to $0 for fiscal 2022, given our overall financial performance in fiscal 2022, and where we are currently in our Reinvention Plan (except with respect to Ms. Gonzalez, who received a prorated payout, pursuant to the terms of her separation agreement).Target OpportunitiesThe target opportunities as a percentage of base salary for fiscal 20192022 for our NEOs other than Mr. Schultz and Mr. Narasimhan are shown below.Bonus Targets
Percentage of Base SalaryNamed Executive Officer Fiscal 2019 Fiscal 2018 % Change Kevin R. Johnson 200% 200% 0% Patrick J. Grismer 100% N/A N/A Rosalind G. Brewer 150% 150% 0% John Culver 120% 120% 0% Lucy Helm 100% 75% 25% Scott Maw 100% 100% 0% The total Neither Mr. Schultz nor Mr. Narasimhan were eligible to participate in the Annual Incentive Bonus Plan for fiscal 2022.Such target opportunities were determined by the Compensation Committee after considering a number of factors, including the executive’s role and responsibilities, whether the target annual incentive is competitive with similarly situated executives in our peer group, and our recent and projected financial performance. Bonus TargetsPercentage of Base SalaryNamed Executive Officer Fiscal 2022 Fiscal 2021 % Change Rachel Ruggeri 125% 120% 5% Michael Conway 150% 150% 0% Kevin R. Johnson* 200% 200% 0% John Culver 150% 150% 0% Rachel A. Gonzalez** 100% 100% 0% * Mr. Johnson retired as president and chief executive officer, effective April 4, 2022, and remained employed with the Company in a senior advisor role through October 2, 2022. During Mr. Johnson’s time in a senior advisor role, Mr. Johnson’s annual bonus delivered to each NEOopportunity was reduced by 50%.** Ms. Gonzalez received a prorated target bonus payout for fiscal 2019 was determined based2022 in connection with her departure from the Company on both the extent to which objective performance goalsMay 20, 2022.Financial, Planet Positive, and individual performance goals were achieved as considered by the Committee. The possible payouts for each NEO based on achievement of threshold, target and maximum performance levels are disclosed in the Fiscal 2019 Grants of Plan-Based Awards Table on page 54.2020 PROXY STATEMENT 43EXECUTIVE COMPENSATIONFinancialProfit Positive Performance MeasuresFor fiscal 2019,2022, the portion of the bonusannual cash incentive award derived from objectivefinancial performance goals was based on the achievement of performance goals for adjusted net revenue and adjusted operating income.income measures on a Company consolidated basis. We chose these measures because we believebelieved they would motivate our executives to drive Company growth and profitability.To reflect performance above or below targets, adjusted net revenue and adjusted operating income have sliding scales that providewould have provided for annual cash incentive bonusaward payouts greater than the target bonus if results arewere greater than target (up to a maximum 200% payout) or less than the target bonus if results arewere lower than the target (down to a threshold of 20%25% of target payout, below which the result would be 0% payout).In November 2018, the Committee established the performance goals for these two financial metrics. In setting the business performance scales, the Committee considered target Company performance under the challenging board-approved annual financial and long-term strategic plans, the potential payouts based on achievement at different levels on the sliding scale and whether the portion of incremental earnings paid as bonuses rather than returned to shareholders was appropriate.The targets were designed to be challenging while recognizing economic uncertainties existing at the time the goals were established, including the prospect of continued global macroeconomic, retail and consumer headwinds.ObjectiveFinancial Performance GoalsAdjusted Net RevenueFor the NEOs, 40% of the objectivefinancial performance goals which accounts for 70% of the overall Annual Incentive Bonus Plan payout, iswas based on a consolidated adjusted net revenue goal.revenue. The fiscal 2019 performance target was set at levels above fiscal 2018 performance based upon our challenging business growth plans.payout for each component ranges from 0% to 200%. The threshold, target, and maximum criteria and actual results for Adjusted Net Revenueadjusted net revenue for fiscal 20192022 were as follows:ADJUSTED NET REVENUE(1)Threshold(Millions U.S.$)25% PayoutTarget(Millions U.S.$)100% PayoutMaximum(Millions U.S.$)200% PayoutPayoutPercentageConsolidated 
(1)The performance measures under the Annual Incentive Bonus Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that the performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. The fiscal 2019 consolidated operating income result excludes foreign currency fluctuations on revenue and operating income; ownership changes related to France, the Netherlands and Thailand; accounting changes and various other unusual or infrequent events that impacted results.(1)The performance measures under the Annual Incentive Bonus Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that the performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. The fiscal 2022 consolidated net revenue result excludes foreign currency fluctuations.Adjusted Operating IncomeFor the NEOs, 60% of the objectivefinancial performance goals, which accounts for 70% of the overall Annual Incentive Bonus Plan payout, iswas based on a consolidated adjusted operating income goal.goals. In fiscal 2019,2022, consolidated adjusted operating income equaled the total of all business units’ operating income less total unallocated corporate expenses. The threshold, target and maximum criteria and actual results for fiscal 2019 Adjusted Operating Income are as follows:48 EXECUTIVE COMPENSATIONADJUSTED OPERATING INCOME(1)Threshold(Millions U.S.$)25% PayoutTarget(Millions U.S.$)100% PayoutMaximum(Millions U.S.$)200% PayoutPayoutPercentageConsolidated 
(1)The performance measures under the Annual Incentive Bonus Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that the performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. The fiscal 2022 consolidated operating income result excludes foreign currency fluctuations.Planet Positive Performance GoalsWe believe giving back more than we take from the planet contributes to our primary objective of maintaining Starbucks standing as one of the most recognized and respected brands in the world. Further, we believe sustainability of our raw materials, especially coffee, is paramount to our business operations. As a result, our coffee, dairy, and waste goals for fiscal 2022 would have accounted for 10% of the overall fiscal 2022 Annual Incentive Bonus Plan payout, with equal weighting amongst such goals.The graphic below sets forth additional details regarding our coffee, dairy, and waste goals, as well as the relative weighting of each component.(1)Planet Positive Sustainability 
Coffee: Accelerate sustainable on-farm coffee solutions, complete coffee technology and tool roadmap, launch Nestle partnership 
Dairy: Global sustainable dairy standard, verification program and on-farm program; global standard aligned to by all regions 
Waste: All regions establish targets, plans, and capabilities to enable activation towards global waste strategy in FY23 
Coffee (33% weighting) Dairy (33% weighting) Waste (33%) Payout On-Farm Coffee
SolutionsCoffee Technology and
Tool RoadmapNestle Partnership Global Standard Pilots Beyond
Baseline of 20Target, plans and
capabilities established200% 50% Implementation Yr 1 Completed Synergies realized 40 farms and/or additional progress toward implementing on farm changes beyond pilot assessments Yr 1 Completed 150% 35% Implementation 50% of Yr 1 Completed 30 farms and/or additional progress toward implementing on-farm changes beyond pilot assessment 50% of Yr 1 Completed 100% 25% Implementation Roadmap Completed Launched Aligned by all regions 20 farm pilots globally Executed in all regions 90% 90% of regions 75% 75% of regions 50% 15% implementation Piloted only 50% of regions 25% 25% of regions 0% 0% achievement for category if any area is not started 2023 PROXY STATEMENT 49 EXECUTIVE COMPENSATIONProfit Positive Performance GoalsThe profit-positive element of our annual cash incentive program reflected purely quantitative measures. As a result, our total Company comparable sales, total Company net new stores, and total Company operating margin goals would have accounted for 10% of the overall fiscal 2022 Annual Incentive Bonus Plan payout, with equal weighting of such goals.The graphic below sets forth additional details regarding our total Company comparable sales, total Company net new stores, and total Company operating margin goals, as well as the relative weight of each component.Profit Positive: Targets for Earnings Growth Drivers FY22 Total Company Comp 10.7% FY22 Total Company Net New Stores 2.037 FY22 Total Company Operating Margin 17.0% Payout Comp Net New Stores Op Margin Profit Positive: Earnings Growth Drivers FY22 Total Company Comp (33% weighting)•Scale based on business performance measures underrevenue scales, adjusted for specific retail market FY22 Financial Plan Comp Factor (Current year comp sales adjusted by revenue range of 92% to 104%), allowing for twice the Annual Incentive Bonus Plan that were approved at the beginningdownside protection.FY22 Total Company Net New Stores (33% weighting)•Proposed range of the+/- 20% net new storesFY22 Total Company Operating Margin (33% weighting)•Scale based on business performance period provided for certain non-GAAP adjustments so that the performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. The fiscal 2019 consolidated operating income result excludes foreign currency fluctuations on revenue and operating income; ownership changes relatedscale range (86% to France,107.5%, with assumed 50% flow-through), allowing for twice the Netherlands and Thailand; accounting changes; and various other unusual or infrequent events that impacted results.downside protection.200% > +4ppt > +400 stores > +80bps 150% +2ppt to +4ppt +201 to +400 stores +40bps to +80bps 110% +1ppt to +2ppt +101 to +200 stores +10bps to +40bps 100% -2ppt to +1ppt +/-100 stores -40bps to +10bps 90% -2ppt to -6ppt -101 to -200 stores -40bps to +120bps 50% -6ppt to -8ppt -201 to -400 stores -120bps to +160bps 0% < -8ppt < -400 stores < -160bps Financial, Planet Positive, and Profit Positive Performance Measures - ResultsThe table below shows the fiscal 2022 actual achievement results for each of the financial, planet-positive, and people-positive components of the Annual Incentive Bonus Plan.($ in millions)Performance Measure Weighting FY22 Target FY22 Result FY22 Achievement Factor(2)Business Performance(1)Total Company Consolidated 52.0% Corporate Revenue 40% $33,435 $32,774 85.0% Corporate OI 60% $5,681 $4,945 30.0% Planet Results 95.8% Coffee 33% Varies 100.0% Dairy 33% Varies 87.5% Waste 33% Varies 100.0% Profit Results 60.0% FY22 Total Company Comp 33% 10.7% 7.6% FY22 Total Company Net New Stores 33% 2,037 1,878 FY22 Total Company Operating Margin 33% 17.0% 15.1% (1)The performance measures under the Annual Incentive Bonus Plan that were approved at the beginning of the performance period provided for certain non-GAAP adjustments so that the performance measures would more consistently reflect underlying business operations than the comparable GAAP measures. The fiscal 2022 consolidated net revenue result and consolidated operating income result excludes foreign currency fluctuations.As noted in the table above, consolidated Company adjusted net revenue and adjusted operating income goals were achieved at 95% and 87% of target, respectively, resulting in weighted achievement factors of 85% and 30%, respectively, and a weighted achievement factor of 52% for all consolidated Company financial performance goals.Our planet-positive goals related to coffee, dairy, and waste were achieved with a weighted achievement factor of 95.8% for all planet-positive goals, and our profit-positive goals related to total Company comparable sales, net new stores, and operating margin were achieved at 71%, 92%, and 89% of target, respectively, resulting in a weighted achievement factor of 60% for all profit-positive goals.50 EXECUTIVE COMPENSATIONIndividual Performance FactorThe Compensation Committee believes that our NEOs’ performance goals should support and help achieve the Company’s strategic objectives and be tied to their areas of responsibility. (“IPF”)The IPF iswas weighted at 30% of the total payout under the fiscal 2022 Annual Incentive Bonus Plan. In assessing each NEO’s individual performance, the NEO’s annual performance goals, as well as challenges that the NEO faced over the coursePlan and was composed of the year, are considered. Forelements set forth in the table below, which vary by individual.Element Weight Payout
RangeGoals Rationale People(Common goals shared by all NEOs with performance results varying by individual)10% 0-200% •BIPOC Retention Rate*: >90%•Mentorship Program: Serve as a mentor to BIPOC mentees with a meaningful time commitment demonstrated through monthly group meetings with all mentees and monthly individual meetings with each mentee•Inclusive Leadership Survey linked to Mentorship Program: Average score >4.5 on scale of 1-5•Executive Champion or Two Other Elective Activities: Serve as an executive sponsor for a Starbucks Partner Network or demonstrate leadership in at least two other elective activities that builds inclusive leadership capability such as designing an experiential activity, engaging with professional organizations related to an action plan, or joining experiences that build inclusive leadership capacityOur people-positive vision is to cultivate an inclusive environment where everyone belongs. We believe the strength, diversity, and inclusiveness of our workforce are significant contributors to our success as a global brand. Living Our Mission and Values/Helping Others Succeed(Goals vary by individual)20% 0-200% Varies by individual, but focused on:•Creating a culture of warmth and belonging, where everyone is welcome.•Delivering our very best in all we do, holding ourselves accountable for results.•Acting with courage, challenging the status quo, and finding new ways to grow our company and each other.•Being present, connecting with transparency, dignity, and respect.Living our Mission and Values enables our partners to deliver an elevated Starbucks Experience to our customers every day.Strategic and Operational Goals(Goals vary by individual)Varies by individual, tied to the NEO’s primary areas of responsibility Individual strategic and operational goals directly tied to the NEO’s primary areas of responsibility are important to driving sustainable growth and value creation. * BIPOC refers to Black, Indigenous, and People of Color. BIPOC retention is measured using a fiscal year-to-date retention metric and monitors the retention of BIPOC partners who were under an NEO’s functional hierarchy (reporting up through an NEO’s organization) at the beginning of the NEOs, includingfiscal year and who remained employed with Starbucks throughout the ceo, the Committeefiscal year. A partner does not assign a specific weightingneed to anyreport to an NEO’s organization at the end of the individual goals, and instead performs a holistic review of each NEO’s performance in the aggregate.44
fiscal year to be counted as retained, so long as they are still an active Starbucks partner.EXECUTIVE COMPENSATIONthe ceo’sMr. Johnson’s IPF, his individual strategic and operational performance goals for fiscal 20192022 were set in October 20182021 in collaboration with the board. Atindependent members of the Compensation Committee’s November 2019 meeting, during a session at which the ceo was not present,board.Fiscal 2022 Individual PerformanceWhile the Committee considered our ceo’s significant contributions to the Company’s transformational “Growth at Scale” agenda and determined that the ceo’s progress against his previously identified individual performance goals warranted an IPF of 175%. Thisdid not determine IPF payout factor was likewise approved by the board.For each of the NEOs other than the ceo, the ceo makes IPF recommendations to the Compensation Committee, based on each NEO’s annual performance, and the Compensation Committee confirms a payout between 0-200%. Atfactors or overall payouts, at the Committee’s November 20192022 meeting, the ceoMr. Schultz evaluated the performance of the other NEOs and presented the results of those evaluations to the Committee for consideration. The evaluations included an analysis ofconsideration as the executives’ performance against their strategic priorities and operational initiatives. The Committee concurred with the ceo’s recommendation for annual bonus payouts for Ms. Brewer, Mr. Culver, Mr. Grismer and Ms. Helm.The key results influencing the Committee’s decisions on thebelieved that such individual performance category portion of the cash bonus awardresults would be useful in determining compensation targets and amounts for thecontinuing NEOs in fiscal 2023. Such individual performance results are summarized below.NEO*RationaleCompensation Decision(Amounts in Thousands)Kevin R. Johnson●Led the executive team to a new level of exceptional performance, executing across the multi-faceted, transformational “Growth at Scale” agenda, including expansion of Starbucks global retail footprint to more than 31,000 stores in over 80 markets worldwide, crossing key development milestones and continued strengthening of the Starbucks brand.●Further streamlined the Company to focus more resources and management attention on the core drivers of the business as well as executing operating goals with discipline, resulting in a 58% total shareholder return in fiscal 2019, and crossing the $100 billion market capitalization threshold for the first time in Starbucks history.●Led the Company to net revenue growth of 7% (exceeding prior guidance when excluding foreign exchange), delivered comparable store sales growth of 5% (meeting the high-end of initial guidance for fiscal 2019) and returned $12 billion to shareholders through a combination of share purchases and dividends.●Established pioneering investments in digital, retail and food technology ventures to fuel innovation through fiscal 2020 and beyond.
Patrick J. Grismer●Introduced a new long-term earnings growth algorithm and capital allocation model aligned with the “Growth at Scale” agenda, outlining predictable, sustainable growth.●Elevated and refined the Company’s strategic and financial planning processes, bringing more focus and discipline to Company-wide resource allocation and margin management.●Returned $12 billion of capital to shareholders, on track with our fiscal 2018 commitment to return $25 billion through fiscal 2020.
Rosalind G. Brewer●Achieved U.S. revenue growth of 9%, driven by 5% comparable sales growth and 2% increase in transactions year over year.●Introduced multi-tier redemption for rewards members and increased total U.S. active rewards members to 17.6 million, representing 15% growth from the prior fiscal year.●Delivered relevant beverage innovation and completed Nitro Cold Brew roll-out across our U.S. company-operated stores.●U.S. customer connection scores reached an all-time high in fiscal 2019.
2020 PROXY STATEMENT 45EXECUTIVE COMPENSATIONNEO*RationaleCompensation Decision(Amounts in Thousands)John Culver●Successfully leveraged our Global Coffee Alliance with Nestlé, highlighted by the launch of three new coffee platforms in over 30 new markets.●Successfully integrated East China (acquired in 2017) while expanding China’s total store base by over 600 net new stores.●Continued executing on our Streamline initiatives, including the sale of France, the Netherlands and Thailand markets.
Lucy Helm●Successfully defined talent strategy and philosophy, including disciplined approach to senior level talent and succession planning.●Significantly redesigned and enhanced Annual Incentive Bonus Plan and Leadership Stock Plan and created a structured equity grant retention process.●Delivered enterprise organizational design changes and accelerated pace of innovating and modeling excellence in partner care.
*Excludes Mr. Maw who retired on November 30, 2018.Fiscal 2019 Bonuses EarnedBonuses earned are aligned with Starbucks fiscal 2019 performance Due to Mr. Johnson’s retirement and are differentiatedthe decision to reflect individual contributions.The table below shows the fiscal 2019 actual bonus levels for each component ofeliminate Mr. Culver’s position and not pay awards under the Annual Incentive Bonus Plan, basedthe Compensation Committee did not assess their individual performance for fiscal 2022.Rachel RuggeriMs. Ruggeri achieved her Mission and Values and strategic and operational goals, as she helped to create increased spans for partners to support development; drove continued leadership development, with three bench directors promoted to vice president and one vice president promotion to senior vice president; and prioritized a team of dedicated resources to transform Financial Planning, creating efficiency in the process. In addition, she facilitated partners in all disciplines and across functions to come together to design, develop, and provide leadership support and input on achievementone of our most anticipated Investor Days in our history, which focused on our Reinvention Plan. While the BIPOC retention rate of Ms. Ruggeri’s reporting hierarchy fell just short of her ≥ 90% goal with an 89.5% retention rate, Ms. Ruggeri achieved her other People goals as she served as the executive sponsor of the performance metricsStarbucks Partners for Sustainability Network, received a 4.5 employee feedback score, and bonuses earned, which aresuccessfully mentored BIPOC partners through monthly mentoring circles.2023 PROXY STATEMENT 51 EXECUTIVE COMPENSATIONMichael ConwayMr. Conway achieved his Mission and Values and strategic and operational goals, as he executed our first-ever in person International Forum, with 30+ licensee leaders in attendance; aligned our International and Channel Development financial plan to our new service standards, ensuring cross-channel coordination, and gained increased visibility to Starbucks locations; and fostered strong results across our digital and financial platforms. In addition, he bridged our human capital strategies to international markets and business partners through locally relevant programs, aligning international regions to enterprise goals, implemented a Store Experience Assessment across regions to ensure a consistent Starbucks Experience, and developed funding and organizational structures in support of Starbucks Digital Services. Mr. Conway’s BIPOC retention rate of his reporting hierarchy also disclosed in the “Non-Equity Incentive Compensation Plan” columnfell just short of his ≥ 90% goal with an 89.7% retention rate, however he achieved his other People goals having successfully mentored BIPOC partners through monthly mentoring circles, served as executive sponsor of the Summary Compensation Table.Fiscal 2019 Annual Incentive Bonus PlanNamed Executive Officer Payout on
Consolidated
Adjusted
Operating
Income (60%
Weighting) Payout on
Business Unit/
Consolidated
Adjusted
Net Revenue (40%
Weighting) Objective
Performance
(% of
Target) Individual
Performance
(% of
Target)
Bonus Earned(% of Target) $ Kevin R. Johnson 120% 150% 132% 175% 145% $ 4,347,000 Patrick J. Grismer 120% 150% 132% 150% 137% $ 1,027,065 (1) Rosalind G. Brewer 120% 150% 132% 150% 137% $ 2,143,440 John Culver 120% 150% 132% 150% 137% $ 1,414,670 Lucy Helm 120% 150% 132% 110% 125% $ 790,020 Scott Maw 120% 150% 132% N/A N/A N/A (1)Prorated for November 12, 2018 hire date.Leadership Stock PlanFiscal 2022
DesignANNUAL EPS PERFORMANCE
TARGETS AVERAGED OVER 3 YEARS
3-YR RELATIVE TSR vs S&P 500
(upward or downward modifier of +/-25%)ACHIEVEMENT OF INCLUSION & DIVERSITY GOALS
(upward or downward modifier of +/-10%)
TIME-BASED RSUs 60% PRSUs 40% TIME-BASED RSUs OverviewIn fiscal 2019, we2022, the Committee granted each of our NEOs who was employed by the Company prior to the beginning of the year long-term performance-based compensation in the form of PRSUs and time-based RSUs and PRSUs. For Mr. Grismer, who joinedRSUs. PRSUs are earned only to the Company in the first quarter of fiscal 2019, his long-term incentive award was part of his sign-on agreement as discussed on page 49.are earned only to the extent pre-established performance goals are met and if earned, are subject to additional time-based vesting requirements. Both time-based RSUs and PRSUs include dividend equivalent rights (beginning in fiscal 2018). payable at the same time as the underlying shares are earned.The values of the long-term incentive awards reflected in the table below were designed to be competitive to market, recognize the personal performance of each executive in the fiscal year prior to the November grant date (as applicable), and to further increase the percentage of total pay that is variable and at-risk based on CompanyStarbucks financial, shareholder return, and inclusion and diversity performance.46 EXECUTIVE COMPENSATIONyears.years under the Leadership Stock Plan, other than Mr. Schultz who did not receive any equity grants in fiscal 2022 or Mr. Narasimhan who did not receive any annual long-term incentive awards in fiscal 2022 but instead received the replacement grants described above in “ceo-Elect New Hire Package.” We determined the number of PRSUs to be delivered by dividing 60% of the value approved by the Committee by the closing price of our stock on the grant date. For time-based RSUs, we divided 40% of the value by the closing price of our stock on the grant date. Because the value approved by the Committee is approved in advance of the awards being granted and may use different assumptions than are applied to the awards for accounting purposes, the value of awards approved by the Committee may be different from the grant date fair value of equity awards as disclosed in the Summary Compensation Table.Value of Annual Long-Term Incentive Compensation AwardsNamed Executive Officer Granted in
Fiscal 2019 Granted in
Fiscal 2018(4) % Change Kevin R. Johnson(1) $ 18,000,000 $ 11,100,000 62% Patrick J. Grismer(2) N/A N/A N/A Rosalind G. Brewer(3) $ 7,000,000 N/A (5) N/A John Culver(3) $ 7,000,000 $ 4,500,000 56% Lucy Helm(3) $ 4,350,000 $ 2,500,000 74% Scott Maw N/A $ 5,000,000 N/A (1)Mr. Johnson’s award amount includes a $5 million performance-vesting stock option award, which is described in more detail below.(2)Pursuant to the sign-on agreement entered into by Mr. Grismer and the Company, Mr. Grismer was awarded $7.5 million in sign-on equity and did not receive anNamed Executive Officer Granted inFiscal 2022Granted inFiscal 2021% Change Howard Schultz — N/A N/A Rachel Ruggeri $4,500,000 (1) $875,000 414.3 % Michael Conway $4,500,000 (1) $3,500,000 28.6 % Kevin R. Johnson $15,500,000 $14,500,000 6.9 % John Culver $6,000,000 $6,000,000 0 % Rachel A. Gonzalez $3,500,000 $3,500,000 0 % (1) In November 2021, the Compensation Committee approved a $3,625,000 increase in the target value of Ms. Ruggeri’s annual grant in fiscal 2019.(3)In November 2018, the Compensation Committee elected to use its discretion and approve a one-time increase to the awards under the Leadership Stock Plan for Ms. Brewer, Mr. Culver, and Ms. Helm. Ms. Brewer and Mr. Culver each received an increase of $2.5 million in value, and Ms. Helm received an increase of $1.35 million in value.(4)Award amounts granted in fiscal 2018 included stock options and PRSUs under previous compensation design, described in more detail on page 38.(5)Pursuant to the sign-on agreement entered into by Ms. Brewer and the Company, Ms. Brewer was awarded $7 million in sign-on equity and did not receive an annual grant in fiscal 2018.Fiscal 2019 Time-Based RSUsIn fiscal 2019, the Company implemented a change to the Leadership Stock Plan by issuing time-based RSUs (40% of the total award), rather than options, which were previously granted, to support executives’ stock ownership and encourage retention. Time-based RSUs were granted to our NEOs on November 14, 2018 representing 40% of the value shown above, other than for our ceo, whose award amount includes an additional $5 million special performance-vesting stock option award. Time-based RSUs vest annually in equal installments of 25%, commencing on the first anniversary of the grant date. The time-based RSUs grantedreflect her elevation to the NEOsrole of executive vice president and chief financial officer in fiscal 2019 are disclosedJanuary 2021. Mr. Conway also received an increase of $1,000,000 in the Grantstarget value of Plan-Based Awards Table for his annual awards under the Leadership Stock Plan in consideration of his prior performance, the significance of his role with the Company, and market considerations.Fiscal 2019 on page 54.Fiscal 20192022 PRSUsIn response to shareholderConsistent with the feedback that we have received from shareholders and consistent with our focus on strategic performance that will drive longer-termlonger‑term shareholder returns, the Committee lengthened the performance period for the awards under the Leadership Stock Plan. The EPS metric will now beis measured over a three-year period, rather thanand at the previous two-year measurement period. Furthermore,end of the Committee addedthree years, a relative TSR modifier replacing the ROIC modifier, which can impact payout of PRSUs upward or downward by 25%. In addition, consistent with our practice beginning with the fiscal 2021 PRSUs, we are holding our senior leaders collectively accountable for meeting a three-year inclusion and diversity goal for the fiscal 2022 PRSUs, which focuses on improvement in Black, Indigenous, and LatinX representation at the manager level and above by 5% or more by 2024. The representation metric will operate as a modifier to the payout of the fiscal 2022 PRSU award.Annual EPS performance targets are set each year and then averaged at the conclusion of the three-year performance period to determine baseline payouts from 0-200%, and three-year relative TSR performance is measured against the S&P 500 and has the potential to modify the award.500. The PRSUs granted in 2019fiscal 2022 reflect this new structure and represent 60% of target long-term award value for fiscal 2019, consistent with fiscal 2018.The extent to which PRSUs are earned is based on our achievement of annual adjusted EPS, and relative TSR goals measured over a three-year period following the grant date.date, and, with respect to fiscal 2022 PRSUs, achievement of inclusion and diversity goals. Annual EPS targets are measured and certified by the Compensation Committee each year, with the payout factors for each of the three years averaged at the end of the performance period.year. To reflect performance above or below target, adjusted EPS has a sliding scale that provides for payouts52 EXECUTIVE COMPENSATIONthe payout would be 0%). If the targetthreshold EPS goal under the PRSUs is not met, then the awards will pay out at zero. Linear interpolation will be applied to performance that falls between EPS goals.To the extent the performance targets are met, earned PRSUs generally vest 100% on the third anniversary of the grant date, with a possible adjustment of upward or downward of 25% based on achievement of predetermined relative TSR goals and, with respect to fiscal 2022 PRSUs, a possible adjustment upward or downward of up to 10% based on achievement of predetermined inclusion and diversity goals.The TSR metric will modify the fiscal 2022 PRSUs (as well our other outstanding PRSU grants) as follows: (i) upwards to a maximum of 125% if Starbucks TSR ranking is equal to or exceeds the 75th percentile, and (ii) downwards to a threshold of 75% if the Starbucks TSR ranking is equal to or below the 25th percentile, with linear interpolation to be applied if Starbucks TSR ranking is between the 25th and 75th percentile and above and below the 50th percentile.RELATIVE TSR MODIFIER≤ 25th Percentile 50th Percentile ≥ 75th Percentile 75% 100% 125% The representation metric will modify the fiscal 2022 PRSUs as follows: (i) upwards to a maximum of 110% if the inclusion and diversity goal of 5% representation growth is met or exceeded; (ii) reducing the number of PRSUs earned by 5% if the inclusion and diversity goal is not achieved but growth is positive and below 5%; and (iii) reducing the number of PRSUs earned by 10% if representation falls over the three-year performance period.REPRESENTATION MODIFIER(1)<0% ≥0% and <5% ≥5% 90% 95% 110% (1)For improvement of representation of Black, Indigenous, and Latinx partners at the manager level and above.The threshold, target, and maximum number of PRSUs that could have been earned by the NEOs are disclosed in the Fiscal 2022 Grants of Plan-Based Awards Table on page 65.2023 PROXY STATEMENT 53 EXECUTIVE COMPENSATIONPRSU EPS Targets and Performance Through the End of Fiscal Year 2022As noted in the table below, the EPS goal for fiscal year 2022 and actual EPS results apply to the third year of the three-year performance period for the PRSUs awarded to our NEOs in November 2019, the second year of the three-year performance period for the PRSUs awarded to our NEOs in November 2020, and the first year of the three-year performance period for the PRSUs awarded to our NEOs in November 2021.The table below sets forth the EPS goals for each of the last three fiscal years and the application of the TSR modifier to the payout of PRSUs awarded to our NEOs in November 2019.FY20 FY21 FY22 PRSU Granted 11/13/2019 Min Target Max Min Target Max Min Target Max November 2019 PRSU Payout EPS: Goals by Year $2.891 $3.043 $3.196 $2.205 $2.594 $2.801 $2.906 $3.419 $3.692 Avg EPS Payout Result 81.67% EPS Result $1.154(1)$3.002(1)$3.010(1)3-yr TSR Modifier 75.00% Result as a % of Target 38% 116% 88% Nov 2019 PRSU Payout 61.25% Payout Result 0% 200% 45% TSR Result 
FY21 FY22 FY23 PRSU Granted 11/11/2020 Min Target Max Min Target Max Min Target Max EPS: Goals by Year $2.205 $2.594 $2.801 $2.906 $3.419 $3.692 — — — EPS Result $3.002(1)$3.010(1)Result as a % of Target 116% 88% Payout Result 200% 45% TSR Result 
FY22 FY23 FY24 PRSU Granted 11/10/2021 Min Target Max Min Target Max Min Target Max EPS: Goals by Year $2.906 $3.419 $3.692 — — — — — — EPS Result $3.010(1)Result as a % of Target 88% Payout Result 45% TSR Result 
(1)Adjusted EPS is a non-GAAP measure. The fiscal 2022 adjusted EPS result excludes foreign currency fluctuations. The fiscal 2021 adjusted EPS result excludes foreign currency fluctuations, effects of tax law changes, and the 53rd week. The fiscal 2020 adjusted EPS result excludes foreign currency fluctuations and the Channel Development transition impact.The table below sets forth the number of fiscal 2020 PRSUs held by our NEOs that vested and were settled in shares in November 2022.Named Executive Officer Number of Fiscal 2020 PRSUs Vested Rachel Ruggeri(1)N/A Michael Conway 16,170 Kevin R. Johnson 62,372 John Culver 24,257 Rachel A. Gonzalez(2)N/A (1)Ms. Ruggeri did not receive a fiscal 2020 PRSU grant, as she did not serve in an executive leadership role before her appointment as chief financial officer in February 2021.(2)In connection with her departure from the Company on page 54.Special Equity AwardsThe Compensation Committee retainsMay 20, 2022, Ms. Gonzalez’s fiscal 2020 PRSUs were pro-rated based on her service during the abilityperformance period (assuming target performance) and settled in cash pursuant to grant discretionary equity awards in certain circumstances, includingher separation agreement.Fiscal 2022 Time-Based RSUsTime-based RSUs represented 40% of the total award under the Leadership Stock Plan, designed to support executives’ stock ownership and encourage retention. Time-based RSUs were granted to our succession-planning goalsNEOs on November 10, 2021, and represent 40% of the value shown above for fiscal 2022. Time-based RSUs vest annually in equal installments of 25%, commencing on the first anniversary of the grant date. RSUs are an important tool for us to retain and incentivize and retain key executives. The ceo’s fiscal 2019 annual long-term opportunity was enhanced with an award of performance-vesting stock options with a grant date fair marketour highly sought after NEOs since the value of $5 million. These options only become exercisable if Starbucks delivers absolute TSR (including stock price appreciation and dividends) of at least 25% during the three years following the grant date of the award, November 14, 2018. As of April 26, 2019, the threshold performance-based hurdle for these options has been achieved and vesting of this award is now tied exclusivelyawards will be delivered to our NEOs over a four-year period, subject to continued service with us, and become more valuable as our stock price increases, which benefits all of our shareholders. The time-based RSUs granted to the NEOs in fiscal 2022 are disclosed in the Fiscal 2022 Grants of Plan-Based Awards Table on page 65.54 EXECUTIVE COMPENSATIONLong-Term Cash Performance AwardIn December 2019, the board desired to recognize and retain Mr. Johnson’s high-caliber leadership and awarded him a long‑term cash performance-based award that reflected the board’s commitment to furthering the Company’s leadership continuity. The award was designed to retain Mr. Johnson in his role as president and ceo by providing compelling upside reward opportunity beyond the Company’s regular executive compensation program for achieving exceptional shareholder returns. The award had a target value of $25 million but a payout under the award could only be earned if our relative TSR performance meaningfully outperformed the S&P 500 during the period beginning October 1, 2019, to September 30, 2022. Specifically, the award would have paid out at 100% of target if the Company’s TSR performance relative to the companies comprising the S&P 500 index was at the 65th percentile, zero if performance was at the 40th percentile, and 200% of target if performance was at the 80th percentile, with linear interpolation between these points. At the end of fiscal 2022, Starbucks relative TSR was at the 25th percentile, resulting in no payout of the award.Severance and CIC PlanIn August 2022, the Compensation Committee adopted the Executive Severance and Change in Control Plan (“Severance and CIC Plan”) to facilitate the transformation and evolution of our executive leadership team and to align our executive compensation program more closely with market practices. Prior to adoption of the Severance and CIC Plan, we would from time-to-time offer severance benefit arrangements for terminated or separated executives as part of a negotiated termination of employment in exchange for a release of claims against the Company and other restrictive covenants. The Severance and CIC Plan was also adopted to provide uniformity and internal equity with respect to severance benefits among similarly situated executives and avoid protracted negotiations with departing executives.The table below describes the material features of the Severance and CIC Plan and the Committee’s rationale for the remainderdesign of the performance period.Plan.Severance and CIC Plan Material Features Rationale for Design Termination without Cause Outside of CIC Period(1)•Limited cash severance (1.5x sum of base and target bonus, and a payment equal to 18 months of COBRA premiums), continued vesting of outstanding equity awards (pro-rated based on length of service during vesting period), pro-rated bonus earned based on actual financial performance, and outplacement service benefits•Provides for benefits comparable to those offered by members of our peer group•Requires a departing executive to sign a release of claims acceptable to us and comply with restrictive covenant obligations as a condition to receiving these severance benefits•Provides reasonable compensation to executives who leave the Company under certain non-change in control related circumstances to facilitate their transition to new employment•Consistent with market practice; helps us attract and retain talented executives•Avoids protracted negotiations with individual executives outside of CIC context•Release of claims align interests with shareholders by mitigating any potential employer liability and avoiding future disputes or litigation•Restrictive covenants protect the Company by prohibiting competition, solicitation of, or interference with, our partners, other service providers, clients, customers, suppliers, and other third parties, and disparagement of our products, partners, officers, directors, consultants, and joint venture partnersTermination without Cause or Resignation for Good Reason During CIC Period •“Double-trigger” provisions providing for limited cash severance (2x sum of base and target bonus, and a payment equal to 18 months of COBRA premiums), accelerated vesting of outstanding equity awards (with performance-based awards vesting at target), pro-rated bonus earned based on the greater of target and actual financial performance, and outplacement service benefits•Provides for benefits comparable to those offered by members of our peer group•Requires a departing executive to sign a release of claims acceptable to us and comply with restrictive covenant obligations as a condition to receiving these severance benefits•Preserves morale and productivity and encourages executives to maintain the stability of our business during the potentially volatile period accompanying a change in control and to pursue transactions that are in the best interests of our shareholders regardless of whether those transactions may result in their own job loss•Double-trigger acceleration protects against the loss of retention power following a change in control of the Company and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of the transaction•Consistent with market practice; helps us attract and retain talented executives•Avoids protracted negotiations with individual executives during the CIC context•Aligns interests with shareholders by mitigating any potential employer liability and avoiding future disputes or litigation•Restrictive covenants protect the Company by prohibiting competition, solicitation of, or interference with, our partners, other service providers, clients, customers, suppliers, and other third parties, and disparagement of our products, partners, officers, directors, consultants, and joint venture partners(1)For additional information regarding the key elements of the Severance and CIC Plan, please refer to the section entitled “Executive Compensation Agreements and Arrangements” below.2023 PROXY STATEMENT 55 EXECUTIVE COMPENSATIONOur Executive Compensation ProcessTarget total direct compensation for our NEOs is composed of base salary, target annual cash incentive bonusaward, and target value of long-termlong‑term equity incentives. Target total direct compensation is designed to be competitive with peer companies and market data, as explained below under “PeerPeer Group Companies and Benchmarking.”2020 PROXY STATEMENT 47EXECUTIVE COMPENSATIONbonusesawards (as a percentage of base salary) annually at its November meeting following the conclusion of the fiscal year. Base salaries, bonusannual cash incentive payments (for performance in the prior fiscal year), performance goals for annual cash incentive bonusesawards, and long-termlong-term equity grants are approved after the end of each fiscal year at the Committee’s November meeting. This process allows the Compensation Committee to consider comprehensive information, including the performance of each NEO during the prior fiscal year, when making final compensation decisions.Management’s Role in the Executive Compensation ProcessMr. Johnson, ourOur ceo, along with key members of our human resources function (“Partner Resources”) and our Law & Corporate Affairs Department each help support the Compensation Committee’s executive compensation process and regularly attend portions of committeethe Committee’s meetings. As part of the executive compensation process, Mr. Johnsonour ceo provides his perspective to the Compensation Committee regarding the performance of his executive leadership team, which includes all of our executive officers and certain other senior officers of the Company. Members of the Partner Resources team present recommendations to the Compensation Committee on the full range of annual executive compensation decisions, including (i) annual and long-term incentive compensation plans, (ii) target competitive positioning of executive compensation, and (iii) target total direct compensation for each executive officer. These recommendations are developed in consultation with Mr. Johnsonour ceo (except with regard to his own compensation) and are supported by market data.The Role of Consultants in the Executive Compensation ProcessFor fiscal 2019,Beginning in September 2021, the Compensation Committee engaged F.W. Cook & Co., Inc. (“F.W. Cook”)Pay Governance as its outside independent compensation consultant. The Compensation Committee’s consultant regularly attends committee meetings and attends executive sessions as requested by the Compensation Committee’s chair. Without the Compensation Committee’s prior approval, F.W. Cook will not perform any services for Starbucks management, although the Compensation Committee has directed that F.W. Cook work in cooperation with management as required to gather and review information necessary to carry out its obligations. During fiscal 2019, F.W. Cook2022, Pay Governance did not perform any services for Starbucks other than making recommendations with respect toadvising on executive compensation and non-employee director compensation under its engagement by the Compensation Committee. ItsPay Governance’s tasks also included reviewing, validating, and providing input on information, programs, and recommendations made by management.At-Risk CompensationA core principle of our executive compensation program is that a large majority of compensation awarded to our NEOs, especially to our ceo, be variable, performance-based andor “at-risk.” This type of compensation is primarily dependent on the financial success of our Company and the performance of Starbucks common stock. This means that our executives are rewarded when they produce value for our shareholders and our partners. Elements of our fiscal 20192022 program that fall within this category include annual cash incentive bonuses, RSUsawards, PRSUs, and PRSUs.RSUs.Review of Tally Sheet InformationThe Compensation Committee generally considers the following information for each executive when setting compensation: (i) the targeted value of base pay, annual incentive bonus, equity grants and other benefits and (ii) the accumulated value of “in-the-money” outstanding equity grants broken out by (a) exercisable value for options and (b) unvested value for options, RSUs and PRSUs. This information helps the Compensation Committee understand the total compensation being delivered to executives and the long-term retentive elements in place for executives. This information is considered by the Compensation Committee, along with market data, performance and the other factors discussed above in setting executive compensation.Internal Pay EquityThe Compensation Committee considers internal pay equity, among other factors, when making compensation decisions. However, the Compensation Committee does not use a fixed ratio or formula when comparing compensation among executive officers. The Compensation Committee believes that a failure to maintain an appropriate balance in the pay levels among members of our executive leadership team creates inappropriate business risks.Peer Group Companies and BenchmarkingThe Compensation Committee reviews compensation levels and design at peer companies as part of its decision-making process so it can set total compensation levels and practices that it believes are competitive and aligned with StarbucksStarbucks’ scale and level of performance. The Compensation Committee generally sets target total direct compensation for our executives to be competitive with peer companies and other market data and takes into consideration scope of job responsibilities, individual performance of the executive, and other factors. The Compensation Committee’s executive compensation determinations are based on its review of such factors and are informed by the experiences of the members of the Compensation Committee as well as input from, and peer group data provided by, the Compensation Committee’s independent compensation consultant, F.W. Cook.The market data considered by the Committee as part of the annual pay-setting process reflects compensation levels and practices for executives holding comparable positions at peer group companies and includes broader compensation survey data.The Compensation Committee, with assistance from F.W. Cook,its independent compensation consultant, annually reviews the composition of our peer group. As part of such reviews, the Committee considers specific criteria and recommendations regarding companies to add or remove from the peer group. The industries from which we select our peer group companies consist of consumer staples, consumer discretionary, and information technology-software and services.services companies. From those industries, the Committee selected a peer group that includes global companies with complex management needs and strong brand profiles. There were no changes toFor fiscal 2022, the Committee modified the 2021 peer group for fiscal 2019.The Compensation Committee and independent directors considered the peer group in connection with their fiscal 20192022 target total direct compensation decisions. The table below lists the companies that were considered for fiscal 2019.2022.48 56 EXECUTIVE COMPENSATIONStarbucks Fiscal 20192022 Executive Compensation Peer Group CompaniesConsumer StaplesThe Coca-Cola CompanyColgate-Palmolive Co.
CompanyGeneral Mills, Inc.Kellogg CompanyThe Kraft Heinz CompanyPepsiCo, Inc.The Procter & Gamble Co.CompanyKimberly-Clark CorporationMondelez International, Inc.Consumer DiscretionaryEsteeThe Estée Lauder CompaniesHome DepotL Brands, Inc.McDonald’s Corp.Marriott International,
Inc.McDonald’s CorporationNIKE, Inc.Target Corp.
CorporationV.F. CorporationYum! Brands, Inc.IT-Software and ServicesPayPal Holdings, Inc.Visa Inc.Category Criteria General •Publicly traded (not a subsidiary)•U.S. based (not a foreign issuer)•Comprehensive disclosure (recent initial public offerings may be excluded due to limited disclosure information)Industry/Business Focus •Consumer Discretionary and Consumer Staples•IT & Software Services - limited to companies focused on digital transactions and payment processingSize •0.25x to 4.0x Starbucks revenue•0.25x to 4.0x Starbucks 12 month average market cap valueOther •Commonly identified peer of continuing peer companies•Brand recognition (based on Forbes 100 most valuable brands)•Competitor for executive talent•Growth profileRevenues as of each company’s most recent four quarters ended on 10/02/2022 (in millions) Market capitalization as of
09/30/2022 (in millions)Employees as of most recent fiscal year 25th Percentile $19,171 $45,483 35,030 Median $27,053 $77,095 79,000 Starbucks $32,250 $96,680 402,000 75th Percentile $42,343 $169,759 120,000 Other Compensation Policies20202023 Executive CompensationIn December 2019,evaluating our compensation practices in fiscal 2023, the Compensation Committee was mindful of the feedback provided by shareholders and continued to refine our Annual Incentive Bonus Plan to more closely align compensation with company financial performance and further demonstrate our commitment to value creation for shareholders, including an increased focus on sales and earnings given the effects of COVID-19, supply chain and materials costs, potential difficulties in China, and the Company’s transformation in connection with our Reinvention Plan. As such, for fiscal 2023, financial performance results will represent 70% of the overall Annual Incentive Bonus Plan payout (compared to 50% for fiscal 2022), with 30% and 40% weighting for total Company revenue and operating income goals, respectively (compared to 20% and 30% for fiscal 2022). The chart on the next page sets forth the updated components of the Annual Incentive Bonus Plan for fiscal 2023 and their relative weights as compared to the plan design for fiscal 2022. In addition, financial revenue and operating income performance metrics for all participants in the Annual Incentive Bonus Plan, regardless of position, will be aligned to total Company financial performance for fiscal 2023, which will ensure more uniformity and consistency in the way that total Company financial performance goals apply to all participants and will further align the invaluable efforts of our partners with the overall success of the Company.2023 PROXY STATEMENT 57 EXECUTIVE COMPENSATIONFY22 EMBP Design FY23 EMBP Design 
Revenue (20%) 
Total Company Revenue (30%) 
Operating Income (30%) Total Company OI (40%) + + 
Planet Positive (10%) Profit Positive (10%) 
ESG: I&D and Sustainability (15%) + + 
People Positive (10%) Living Our Mission and Values / Helping Others Succeed & Individual Annual Performance Goals (20%) Living Our Mission and Values / Helping Others Succeed & Individual Annual Performance Goals (15%) Regarding the non-financial components of the Annual Incentive Bonus Plan for fiscal 2023, ESG performance results will represent 15% of the overall Annual Incentive Bonus Plan payout (compared to 10% for each of the planet- and profit-positive results for fiscal 2022). The ESG performance goals will comprise Inclusion & Diversity goals as well as sustainability goals, which will continue to be objective and quantitative to ensure clear, rigorous goal-setting with respect to our ESG strategies and objectives. The Committee also updated our Inclusion & Diversity metrics for fiscal 2023 to both remove complexity and provide more relevancy to our Inclusion & Diversity goals, providing a clearer and more impactful path for participants to drive our progress in our people-positive efforts. Further, the profit-positive goals that applied for fiscal 2022, which included operating margin, comparable store sales, and net new stores, were eliminated for fiscal 2023 as the Compensation Committee determined that the outcome of such metrics was largely reflected in the adjusted net revenue and adjusted operating income metrics and ultimately duplicative of the financial performance metrics under the Annual Incentive Bonus Plan.The IPF component of the Annual Incentive Bonus Plan for fiscal 2023 will represent 15% of the overall Annual Incentive Bonus Plan payout (from 30% for fiscal 2022). The IPF component will continue to be comprised of goals which are specific to each individual participant related to our Mission and Values, strategic and operational goals.58 EXECUTIVE COMPENSATIONRetirement of Kevin R. JohnsonMr. Johnson retired from his position as president and chief executive officer and as a member of the board, awarded one-timeeffective April 4, 2022. To ensure an effective and smooth transition, Mr. Johnson continued to provide executive transition services through the end of fiscal 2022, and his base salary and annual bonus opportunity were reduced by 50%, effective June 1, 2022, in proportion to the level of services he was expected to provide. Because Mr. Johnson was retirement eligible, his PRSUs and RSUs continued to vest under the terms of his existing award agreements. As discussed above, Mr. Johnson did not earn a cash incentive award, and he received the same payout of his fiscal 2019 PRSUs as other employees. In addition, Mr. Johnson’s long-term cash performance-based awards toaward, which he was granted in December 2019, did not pay out as described above.Separation of John CulverEffective October 1, 2022, we eliminated the chief operating officer role and Mr. Johnson and Ms. Brewer, for recognition and continuity of their high-caliber leadership. The awards primarily support the Company’s leadership retention process and reflect the board’s commitment to building an organization with long-term leadership continuity. The awards are designed to retain Starbucks key leaders in their roles for at least the next three years by providing compelling upside reward opportunity beyond the Company’s regular compensation program for continuing to achieve exceptional shareholder returns through the transformational “Growth at Scale” agenda. Payout under these awards is tied to relative TSR over a three-year performance period, with targets of $25 million and $5 million, respectively.Sign-On Bonuses and New Hire Equity AwardsWe provide sign-on bonuses and new hire equity awards when the Compensation Committee determines it is necessary and appropriate to advance the Company’s interests, including to attract top-executive talent from other companies. Sign-on bonuses and new hire equity awards are an effective means of offsetting the compensation opportunities executives forfeit when they leave a former employer to join Starbucks. We typically require newly recruited executives to return a pro rata portion of their sign-on bonus if they voluntarily leave Starbucks within a certain period of time after joining us, and new hire equity awards are subject to a time-based vesting period.In connection with Mr. Grismer’s appointment in fiscal 2019 as our executive vice president and chief financial officer, the Compensation Committee approved an annualized base salary of $845,000, an annual bonus target of 100% of base salary, a new hire equity award of $7,500,000 and a new hire cash award of $1,500,000. The Committee determined Mr. Grismer’s new hire compensation package after considering several factors, including compensation data for comparable positions at other companies and the need to provide a meaningful retention incentive, as well as awards forfeited by Mr. Grismer upon his resignation from his former employer. Mr. Grismer’s equity award consists of 100% time-based RSUs with 40% of the RSUs vesting on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and 30% on the third anniversary of the grant date, subject to continued employment. The new hire cash award was paid 30 days after Mr. Grismer’s start date.In fiscal 2018, the Committee determined Ms. Brewer’s new hire compensation package after considering several factors, including compensation data for comparable positions at other companies and the need to provide a meaningful retention incentive. The equity award consists of approximately 40% stock options and 60%performance-vesting RSUs (based on positive adjusted operating income performance during the three-fiscal-quarter period ended July 1, 2018). One third of the stock options and RSUs vest on each anniversary of the grant date, subject to continued employment. One third of the new hire cash award was paid 30 days after Ms. Brewer’s start date, one third was paid after twelve months of employment, and one third will be paid after 24 months of employment, subject to continued employment. The second installment of the stock options and performance-vesting RSUs vested in fiscal 2019, pursuant to the terms of her sign-on agreement.Retirement of Scott MawOn June 28, 2018, the Company announced that Scott Maw, executive vice president and chief financial officer, would retire from the Company on November 30, 2018 (the “retirement date”) and that the Company would commence a search process for his successor. Mr. Maw entered into a transition agreementCulver remained employed with the Company on June 27, 2018, which provided that (1) if the Company hired a chief financial officer prior to his retirement date, Mr. Maw would transition toin a senior advisor role but remainthrough January 1, 2023. Due to there no longer being an equivalent role for Mr. Culver, his employment was involuntarily terminated on January 2, 2023. Mr. Culver has executed a Separation Agreement and Release, which provided for the severance benefits set forth in our Executive Severance and Change in Control Plan in consideration for a release of claims in favor of Starbucks, and compliance with restrictive covenants, which included, among other provisions, compliance with non-solicitation, non-competition, and non-disparagement requirements.Separation of Rachel GonzalezMs. Gonzalez’s employment as executive vice president, general counsel was involuntarily terminated effective April 4, 2022, in connection with changes in executive leadership, and Ms. Gonzalez remained employed (with the same compensation and benefits) through the retirement date; (2) between the retirement date and March 31, 2019, he would serve as a senior consultant towith the Company in exchangea senior advisor role through May 20, 2022 at 50% of her prior base salary.Because this separation occurred prior to the Company’s adoption of the Executive Severance and Change-in-Control Plan in connection with this transition and following negotiations with Ms. Gonzalez, Starbucks entered into a Separation Agreement and Release with Ms. Gonzalez in March 2022, which provided for $250,000 per month;cash severance payments, a pro-rated bonus, payments which were intended to cover COBRA benefits and (3)attorney fees, and outplacement services. In addition, pursuant to the Separation Agreement and Release, Ms. Gonzalez’s unvested PRSU awards and time-based RSU awards were pro-rated based on her service from the vesting commencement date of each applicable award through the date of her termination, and assuming target performance in case of the PRSUs. These pro-rated awards were settled in cash for an amount equal to the number of shares subject to his executionsuch awards multiplied by our average February 2022 stock price. The payments and benefits to Ms. Gonzalez under the Separation Agreement were subject to her executing and not revoking a reaffirmation of a release of claims and continued employment throughother commitments and obligations, which included reaffirming her duties and responsibilities of her Confidentiality, Non-Solicitation, Non-Competition and Inventions Agreement. Please see the retirement date, he would receive a $400,000 cash transition bonus. Mr. Maw’s transition agreement was approved bysection entitled “Potential Payments Upon Termination or Change in Control” for more information.Following the Compensation Committee. Following Mr. Maw’s retirementadoption of Starbucks Executive Severance and while serving as a senior consultantChange in Control Plan, all executive officer severance benefits are expected to be paid pursuant to the Company, he did not retain his status as a partner nor did he receive any severance, health care or 401(k) benefits.Perquisites and Other Executive BenefitsOur executive compensation program includes limited executive perquisites and other benefits. The aggregate incremental cost of providing these perquisites and other benefits to our NEOs is detailed in the “Fiscal 20192022 All Other Compensation Table” on page 54.representative of those offered by the companies that we compete with for executive talent, and therefore offering these benefits serves the objective of attracting and retaining top executive talent.We offer the following perquisites to our NEOs:●Company Aircraft.The Company maintains aircraft to facilitate business travel. The Company has adopted a comprehensive Aviation Use Policy, including guidelines for annual reporting to the Audit Committee to ensure transparency relative to aircraft usage and the business purpose served. In accordance with the Aviation Use Policy, the ceo may use corporate aircraft for personal travel under the terms outlined in the aircraft time-sharing2020 PROXY STATEMENT 49•Company Aircraft. The Company maintains aircraft to facilitate business travel. The Company has adopted a comprehensive Corporate Aircraft Use Policy, including guidelines for annual reporting to the Audit Committee to ensure transparency relative to aircraft usage and the business purpose served. In accordance with the Corporate Aircraft Use Policy, the executive officers may enter into an aircraft time-sharing agreement, which allows them to use corporate aircraft for personal travel under the terms outlined in such aircraft time-sharing agreement between them and the Company. Personal use of the aircraft by an executive officer pursuant to the time-sharing agreement requires them to reimburse the Company for the operating expenses of such flights that is chargeable pursuant to Federal Aviation Regulations. The Company’s Corporate Aircraft Use Policy allows for personal guests of executive officers and board members to travel on business-related flights on our corporate aircraft under certain limited circumstances. The policy also allows for certain executive personal travel done in connection with flight that is otherwise for a business-purpose. Both types of use result in imputed income to the executive or director under Internal Revenue Service regulations and, for NEOs, “other compensation” equal to the aggregate incremental costs to the Company resulting from such personal travel, which is reported in the Summary Compensation Table.•Security. We believe that the personal safety and security of our senior executives is of the utmost importance to the Company and its shareholders. Pursuant to our executive security program, we may from time to time provide personal security services to certain executives. Security services include home security systems and monitoring and, in some cases, personal security services. These protections are provided due to the range of security issues encountered by senior executives of large, multinational corporations and particularly with respect to high-profile executives. Based on a security study, the Company made the decision to provide personal security services to Mr. Schultz due to security considerations arising from his role as our interim chief executive officer and his significant visibility as our founder. We view the security services provided to Mr. Schultz as an integral part of our risk management program and as necessary and appropriate business expenses, given his importance to Starbucks. However, because such services may be viewed as conveying a personal benefit to Mr. Schultz, we have reported the aggregate incremental costs of such services in the “All Other Compensation” column of the Summary Compensation Table.The Company did not pay personal security costs for any other executive in fiscal 2022, except in connection with business-related travel.•Executive Physicals and Life and Disability Insurance. We offer to pay for annual physical examinations for all partners at the senior vice president level and above. These examinations provide a benefit to the Company and the executive at a relatively small cost to the Company. We also provide life and disability insurance to all partners at the vice president level and above at a higher level than is provided to partners generally. The amounts paid in respect of these benefits to our NEOs in fiscal 2022 are detailed in the “Fiscal 2022 All Other Compensation Table.”•Relocation and Expatriate Expenses. We provide relocation assistance to some manager-level partners and all partners at the director level and above. Under limited circumstances, we provide certain reimbursements and benefits to partners that expatriate to another country for work on the Company’s behalf.•Deferred Compensation. Executives, as well as partners at the director level and above in the U.S., are eligible to defer cash compensation under the MDCP. The MDCP is primarily intended to provide eligible partners an additional before-tax means of saving over and above that available under the 401(k) plan. We do not pay or guarantee above-market returns. The appreciation, if any, in the account balances of plan participants is due solely to contributionsEXECUTIVE COMPENSATIONagreement between him and the Company. Personal use of the aircraft by the ceo pursuant to the time-sharing agreement requires him to reimburse the Company the operating expenses of such flights chargeable pursuant to Federal Aviation Regulations. Any executive personal travel done in connection with a business-purpose flight results in imputed income to the executive under IRS regulations and, for NEOs, “other compensation” equal to the aggregate incremental costs to the Company resulting from such personal travel. The Company’s Aviation Use Policy also allows for personal guests of executive officers and board members to travel on business-related flights on our corporate aircraft under certain limited circumstances, and the executives and/or board members are imputed income for such guest travel, as required by IRS regulations.●2023 PROXY STATEMENTSecurity.We believe that the personal safety and security of our senior executives is of the utmost importance to the Company and its shareholders. Pursuant to our executive security program, we may from time to time provide personal security services to certain executives. Security services include home security systems and monitoring and, in some cases, personal security services. These protections are provided due to the range of security issues encountered by senior executives of large, multinational corporations, and particularly with respect to high-profile executives. For fiscal 2019, the Company paid $88,700 and $32,500 toward Mr. Johnson’s and Ms. Brewer’s personal security, respectively. The Company did not pay personal security costs for any other executive in fiscal 2019, except in connection with business-related travel.●Executive Physicals, Life and Disability Insurance.We offer to pay for annual physical examinations for all partners at the senior vice president level and above. These examinations provide a benefit to the Company and the executive at a relatively small cost to the Company. We also provide life and disability insurance to all partners at the vice president level and above at a higher level than is provided to partners generally. The amounts paid in respect of these benefits to our NEOs in fiscal 2019 are detailed in the “Fiscal 2019 All Other Compensation Table.”●Relocation and Expatriate Expenses.We provide relocation assistance to some manager-level partners and all partners at the director level and above. Under limited circumstances, we provide certain reimbursements and benefits to partners that expatriate to another country for work on the Company’s behalf.●Deferred Compensation.Executives, as well as partners at the director level and above, are eligible to defer cash compensation under the Management Deferred Compensation Plan (“MDCP”). The MDCP is primarily intended to provide eligible partners an additional before-tax means of saving over and above that available under the 401(k) plan. We do not pay or guarantee above-market returns. The appreciation, if any, in the account balances of plan participants is due solely to contributions by participants and the underlying performance of the measurement funds selected by the participants. The measurement fund alternatives available to MDCP participants are identical to the investment funds available to 401(k) plan participants. Effective January 1, 2011, we ceased making Company matching contributions under the MDCP.59EXECUTIVE COMPENSATIONby participants and the underlying performance of the measurement investment funds selected by the participants. The measurement investment fund alternatives available to MDCP participants are identical to the investment funds available to 401(k) plan participants. Effective January 1, 2011, we ceased making Company matching contributions under the MDCP.Investing in our Partners (Our Total Rewards Philosophy)We believe that investing in our partners results in increased engagement, satisfaction, and retention, which ultimately leads to an elevatedStarbucks Experiencefor our customers.Our Total Rewards PhilosophyOur Total Rewards philosophy is designed to recognize and reward the contributions of all partners, including executives. We offer a comprehensive benefits package to all eligible full- and part-time partners in the U.S. and locally competitive benefits packages in other countries. In addition to our equity incentive plans discussed above, we offer an employee stock purchase plan to partners in the U.S. and Canada that allows participants to purchase Starbucks stock at a 5% discount to the fair market value at the end of each offering period under the plan. We believe our Total Rewards practices motivate our executives to build long-term shareholder value and reward the partners who take care of our customers.●Broad-Based “Bean Stock” Program:A long-term incentive grant of time-based RSUs was made in November 2018 to approximately 196,000 eligible non-executive partners in 21 markets around the world, including qualified part-time partners. We refer to this broad-based equity program as our “Bean Stock” program. Bean Stock participants include those partners who work in our stores and serve our customers directly. In fiscal 2019, Bean Stock participants realized approximately $282 million in pre-tax gains from previously granted Bean Stock awards, inclusive of over $100 million as a result of incremental investment made in our partners following U.S. tax reform.●Future Roast 401(k) Savings Plan:Available to all partners who are at least age 18 with 90 days of service. The Starbucks Match within the 401(k) is 100% of the first 5% of eligible compensation contributed. The match is immediately fully vested and is contributed to each participant’s 401(k) account each pay period along with the participant’s contributions. In fiscal 2019, Starbucks contributed more than $113 million in matching contributions.●Insurance Coverage for Partners:For more than 20 years, Starbucks has provided health insurance coverage for partners working 20 hours or more a week. Starbucks also provides life and disability insurance to our partners.●College Achievement Plan:The Starbucks College Achievement Plan was launched in fiscal 2014. It provides eligible partners in the U.S. with the opportunity to earn a bachelor’s degree online from Arizona State University with 100% tuition coverage. Additionally, our military service member and veteran partners can extend an additional Starbucks College Achievement Plan benefit to their spouse, domestic partner or child. As of the end of fiscal 2019, more than 13,000 partners were participating in Starbucks College Achievement Plan, with more than 3,000 graduates.●Paid Sick Time, Vacation, Holiday and Parental Leave:Starbucks is an industry leader in paid sick time and parental leave and has competitive policies for vacation and holiday pay.•Broad-Based “Bean Stock” Program: A long-term incentive grant of time-based RSUs was made in November 2021 to approximately 223,000 eligible non-executive partners in 21 markets around the world, including part-time partners. We refer to this broad-based equity program as our “Bean Stock” program. Bean Stock participants include those partners who work in our stores and serve our customers directly. In fiscal 2022, Bean Stock participants realized approximately $132 million in pre-tax gains from previously granted Bean Stock awards.•Future Roast 401(k) Savings Plan: Available to all U.S. partners who are at least age 18 with 90 days of service. The Starbucks Match within the 401(k) is 100% of the first 5% of eligible compensation contributed each pay period. The match is immediately fully vested and is contributed to each participant’s 401(k) account each pay period along with the participant’s contributions. In fiscal 2022, Starbucks contributed more than $146 million in matching contributions.•Insurance Coverage for Partners: For more than 30 years, Starbucks has provided health insurance coverage for partners working 20 hours or more a week. Starbucks also provides life and disability insurance to eligible partners.•College Achievement Plan: The Starbucks College Achievement Plan was launched in fiscal 2014. It provides eligible partners in the U.S. with the opportunity to earn a first-time bachelor’s degree online from Arizona State University with 100% upfront tuition coverage. Additionally, our military service member and Veteran partners can extend an additional Starbucks College Achievement Plan benefit to a qualifying family member of their choice. As of the end of the first quarter of fiscal 2023, nearly 10,000 partners had graduated with degrees, and more than 23,000 partners were participating in the Starbucks College Achievement Plan.•Paid Sick Time, Vacation, Holiday, and Parental Leave: Starbucks is an industry leader in paid sick time and parental leave and has competitive policies for vacation and holiday pay.•Partner Assistance: Our CUP Fund gives financial assistance to Starbucks partners in times of special need due to illness, death in the family, natural disasters, or other extreme circumstances.•Partner Financial Well Being: My Starbucks Savings enables eligible partners to save directly from their paycheck for emergencies and other financial needs. Starbucks provides an incentive to eligible partners at key milestones in their savings journey. Starbucks Student Loan Management program provides a platform for eligible Starbucks partners to manage their student loans. Both programs were launched in September 2022.The above benefits specifically apply in the U.S., but we generally strive to provide similar benefits in all countries while considering the social coverage programs available in each country.Executives are eligible to participate in all benefit plans we offer to partners generally. This helps us attract and retain top executive talent.50 EXECUTIVE COMPENSATIONEmployment Agreements and Termination ArrangementsNone of our NEOs have employment or severance agreements. We typically deliver an offer letter to an executive officer upon hire or promotion noting that the executive is employed “at will,” and these letters typically do not provide for severance upon termination. Nonetermination, except for Mr. Narasimhan, who was appointed as ceo-elect in October 2022, and will become a participant in the Severance and CIC Plan after April 1, 2023.Narasimhan Offer Letter: Pursuant to his Offer Letter, Mr. Narasimhan will be entitled to certain severance payments and benefits upon certain qualifying terminations of our NEOs have employment or severance agreements.We may from time-to-time offer severance benefit arrangements for terminated or separated executives as part of a negotiatedemployment. Specifically, upon termination of Mr. Narasimhan’s employment without “misconduct” (as defined in exchangethe Offer Letter) prior to April 1, 2023, or if he is not appointed as chief executive officer of the Company by April 1, 2023 and he resigns from employment with the Company in April 2023, then he will receive severance pay of $7,800,000, a pro-rata portion of his fiscal year 2023 annual incentive target opportunity, full accelerated vesting of his replacement grant RSUs and his fiscal 2023 time-based RSUs under the Leadership Stock Plan, and the opportunity for his replacement grant PRSUs to vest based on actual performance following the end of the applicable performance period, in each case, subject to the execution of a release of claims against the Company. The equity treatment for the awards described above also applies upon a termination of Mr. Narasimhan’s employment without misconduct at any other time or, if he then participates in the Severance and CIC Plan, he resigns for good reason in connection with a change in control. After April 1, 2023, Mr. Narasimhan is expected to become a participant in the Company’s Severance and CIC Plan.Severance and CIC Plan – Non-CIC Benefits: All of our currently employed NEOs are eligible to participate in the Severance and CIC Plan (except for Mr. Schultz, who is not eligible to participate in the plan, and Mr. Narasimhan, who is expected to become eligible to participate in the plan after April 1, 2023). The Severance and CIC Plan provides for certain severance payments and benefits in the event of a termination of employment by the Company without cause other than during the CIC Period, subject to the participant’s execution and non-revocation of a release of claims in favor of the Company, and other covenantscompliance with restrictive covenants.Specifically, participants are entitled to receive (i) an amount equal to 1.5x the sum of the participant’s base salary and target annual cash bonus (“Cash Severance Payment”), 50% of which is paid within 10 business days following the release effective date, and 50% of which is paid 18 months after termination, (ii) a pro-rata portion of the participant’s annual cash bonus for the year of termination (“Pro-rata Bonus”) based on actual Company performance (assuming 100% achievement of any individual performance targets), paid at the same time annual bonuses are paid to similarly situated partners, (iii) a lump sum cash payment equal to 18 months’ of average COBRA coverage cost, paid within 10 business days following the release effective date, and (iv) outplacement services, or at the Company’s discretion, a lump sum up to $25,000 for such services. In addition, all unvested equity awards will be pro-rated based on service from the applicable vesting commencement date through the termination date and will continue to vest according to the original vesting schedule of the award (with performance-based awards earned based on actual performance determined at the end of the relevant performance period), and vested60 EXECUTIVE COMPENSATIONstock options will remain exercisable for 36 months following the termination date.Change-in-Control ArrangementsThe Severance and CIC Plan also provides for certain severance payments and benefits in the best interestsevent of a termination of employment by the Company without cause or resignation for good reason, in each case, during the CIC Period, subject to the participant’s execution and non-revocation of a release of claims in favor of the Company.Change-in-Control ArrangementsWe do not provideCompany, and compliance with restrictive covenants.Specifically, the severance payments and benefits participants are entitled to receive upon such a termination are the same as those described above with respect to a termination without cause outside of the CIC Period, except the multiple for the Cash Severance Payment is 2x (rather than 1.5x), 100% of the Cash Severance Payment is paid within 10 business days following the release effective date, and the Pro-Rata Bonus is based on the greater of target and actual Company performance.The Severance and CIC Plan also provides for “double-trigger” accelerated vesting of equity (with any special change-in-control benefits to executives. Our only change-in-control arrangement, whichperformance-based awards vesting at target), consistent with the “double-trigger” treatment that applies to all partners with equity compensation awards, is “double-trigger” accelerated vesting of equity.awards. This means that under our equity plan, unvested awards will accelerate vesting if (i) there is a change in control, and (ii) either (a) awards are assumed or substituted with awards of the surviving company and the partner is terminated or resigns for good reason within one year afterduring the change in controlCIC Period or (b) awards are not assumed or substituted with awards of the surviving company, in which case they vest immediately upon a change in control. We believe it is appropriateFor additional information regarding the material features of the Severance and CIC Plan and the rationale for each feature, please refer to provide double-trigger accelerated equity vesting because it aligns executives’ interests with the interests of shareholders without providing an undue benefit to executives who continue to be employed following a change-in-control transaction.Executive Compensation Policies and PracticesExecutive Stock Ownership GuidelinesOur long-standing stock ownership guidelines were established for executive officers to encourage them to have a long-term equity stake in Starbucks, align their interests with shareholders, and mitigate potential compensation-related risk. The guidelines provide that each executive officer must hold a multiple of his or hertheir annual base salary in Starbucks stock and include the following holding requirements:PositionPosition Ownership Requirement
(Multiple of Base Salary)
executive officers
3x 
other evps 2x 
In addition, as discussed in more detail below, in November 2022, the Committee adopted a share ownership guideline of $15 million in unpledged shares for Mr. Schultz for the duration of his service as interim chief executive officer.Each executive officer generally has five years to achieve the minimum ownership requirement. If an executive is not on track to meet the requirement by the end of the third year after becoming subject to the guidelines, he or shethey will be required to hold 50% of the net shares received upon the exercise of stock options and the vesting of RSUs. This holding requirement increases to 100% if the executive has not met the minimum ownership guideline by year five.In addition to shares held outright, unvested RSUs that are subject only to a time-vesting condition count towards the ownership threshold. As of the date of this proxy statement, all of our NEOs exceed their current ownership requirement.Risk ConsiderationsWe believe that the design and objectives of our executive compensation program provide an appropriate balance of incentives for executives and avoid inappropriate risks. In this regard, our executive compensation program includes, among other things, the following design features:•●Balanced mix of fixed versus variable compensation and cash-based versus equity-based compensation;●Variable compensation based on a variety of performance goals, including Company and, where appropriate, individual performance goals;●Balanced mix of short-term and long-term incentives;●Stock ownership and holding requirements;●Anti-hedging and pledging policies that apply to all partners; and●Clawback policy.F.W. CookBalanced mix of fixed versus variable compensation and cash-based versus equity-based compensation;•Variable compensation based on a variety of performance goals, including Company and, where appropriate, individual performance goals;•Balanced mix of short-term and long-term incentives;•Stock ownership and holding requirements;•Anti-hedging and pledging policies that apply to all partners;•Payout caps on incentive plans;•Recoupment policy; and•Compensation Committee oversight of incentive and commission arrangements below the executive level.For fiscal 2022, Pay Governance performed an annual risk assessment of our compensation objectives, philosophy, and forms of compensation and benefits for all partners, including executives, to determine whether the potential risks arising from such policies or practices are reasonably likely to have a material adverse effect on the Company. Based upon this review, management and the Compensation Committee concluded that our compensation practices and policies do not create risks that are reasonably likely to have a material adverse effect on the Company, and F.W. CookPay Governance supported this conclusion. A report summarizing the results of this assessment was reviewed and discussed with the Compensation Committee at its September 20192022 meeting.Clawbacks and RecoveryRecoupment of Incentive CompensationStarbucks “Clawback”“clawback” policy allows the Companyboard discretion to seek reimbursement with respect to incentive compensation paid or awarded to executive officers (as designated by the board) where: (i) the payment of a bonus or equity award (or the vesting of such award) was predicated upon the achievement of financial results that were the product of fraudulent activity or that were subsequently the subject of a material negative restatement, and (ii) a lower or no bonus payment or equity award would have been made to executive officers (or lesser or no vesting would have occurred with respect to such award) based on the restated financial results; that is, the financial results that would have pertained absent such fraudulent activity. The policy became effective, with respect to equity awards, beginning with awards granted in fiscal 2010 and, with respect to annual cash incentive bonuses,awards, beginning with bonusesawards earned for fiscal 2010. In addition, since November 2017, our program contains clawback provisionsprovides for forfeiture of unvested equity awards as well as clawbacks of vested amounts and awards in the event the Company determines an executive has engaged in material misconduct, by executives, including willful and intentional failure to perform responsibilities, and material failure to comply with Company rules, policies, or procedures.procedures, and personal conduct that is detrimental to the Company.On October 26, 2022, the SEC adopted long-awaited final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act. The final rules direct the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. We intend to timely amend and restate our clawback policy to reflect these new requirements.20202023 PROXY STATEMENT 5161EXECUTIVE COMPENSATIONEquity Grant Timing PracticesMost of our equity grants occur on pre-established dates pursuant to our equity grant guidelines, with annual grants generally occurring on the later of the second business day after the public release of fiscal year-end earnings, or, if later, the final day of the board of directors’ November meeting. Annual awards for executives are granted pursuant to a formula based on a specified dollar amount, with the number of shares and exercise price for each option grant determined based on the closing market price of our stock on the grant date and the number of shares for each RSU and PRSU grant determined by dividing the dollar amount by the closing market price of our stock on the grant date. The Compensation Committee approves annual awards for partners at the executive vice president level and above. The Compensation Committee has delegated authority to the ceointerim chief executive and evp, Partner Resources to make annual grants, within certain parameters, to partners at the senior vice president level and below, and to newly hired or newly promoted partners below the executive officer level. All other new hire and promotion grants at the executive vice president level and above are approved by the Compensation Committee.Anti-Hedging and Anti-Pledging PoliciesProhibition on Speculative Transactions:
Starbucks Insider Trading Policy prohibits Starbucks partners (including executive officers) and directors from engaging in hedging transactions designed to offset decreases in the market value of Starbucks securities, including certain forms of hedging and monetization transactions, such as “zero-cost collars” and “prepaid variable forward contracts.” Our Insider Trading Policy also prohibits Starbucks partners from holding Starbucks stock in a margin account or pledging Starbucks stock as collateral for a loan.Review of Pledging Arrangements: As of January 13, 2023, Mr. Schultz, our founder, interim chief executive officer, and largest individual shareholder, had pledged 11,000,000 shares of Starbucks common stock as potential collateral to secure certain personal indebtedness. The pledge was initiated prior to his appointment as interim ceo. The Nominating/Governance Committee has been advised by outside counsel on the board’s fiduciary responsibilities for overseeing pledging, of the potential risks associated with Mr. Schultz’s pledging of shares, and developments in pledging practices generally. With respect to the shares pledged by Mr. Schultz as of January 13, 2023, the Nominating/Governance Committee believes that Mr. Schultz’s pledging arrangements do not pose a material risk to shareholders or to Starbucks, in part because:(i) The pledged shares secure personal term loans only used to fund outside personal business ventures.(ii) The purpose of the hedge was not to shift or hedge any economic risk in owning Starbucks common stock.(iii) Mr. Schultz is our founder and largest individual shareholder, retaining 21,694,538 shares of our common stock as of January 13, 2023.No other executive officer or director, or any of their immediate family members, holds shares of Starbucks common stock that have been pledged to secure any personal or other indebtedness, and are prohibited from doing so. The Nominating/Governance Committee periodically reviews any pledging arrangements from a risk management perspective in accordance with the Insider Trading Policy and provides a report to the Audit and Compliance Committee and the board.Further as noted above, in November 2022, the Committee adopted a share ownership guideline of $15 million in unpledged shares so that his share ownership in Starbucks is aligned with other shareholders and that his share ownership requirement is meaningful given his outstanding pledge of shares of Starbucks common stock.Compensation Consultant IndependenceIn furtherance of maintaining the independence of the Compensation Committee’s compensation consultant, the Committee hashad the sole authority to retain, terminate, and obtain the advice of F.W. CookPay Governance (at the Company’s expense). Further, as discussed above, the Compensation Committee’s compensation consultant will not perform any services for Starbucks management unless approved in advance by the Committee.F.W. Cook,Pay Governance in fiscal 2022, the Compensation Committee considered various factors bearing upon F.W. Cook’sPay Governance’s independence including, but not limited to, the amount of fees received by F.W. CookPay Governance from Starbucks as a percentage of F.W. Cook’sPay Governance’s total revenue, F.W. Cook’sPay Governance’s policies and procedures designed to prevent conflicts of interest and the existence of any business or personal relationship that could impact F.W. Cook’sPay Governance’s independence. After reviewing these and other factors, the Compensation Committee determined that F.W. CookPay Governance was independent and that its engagement did not present any conflicts of interest. F.W. CookPay Governance also determined that it was independent from management and confirmed this in a written statement delivered to the chair of the Compensation Committee.Shareholder Feedback / Say-on-Pay Advisory VoteStarbucks provides shareholders with an annual advisory vote to approve its executive compensation program under Section 14A of the Exchange Act. At our 2019 Annual Meeting of Shareholders, approximately 93% of the votes cast approved our advisory vote on executive compensation.As discussed above, our executive compensation program was one of the topics discussed as part of our ongoing investor engagement process. During this process, we received overall positive feedback regarding the core structure and elements of our executive compensation program.The Compensation Committee evaluated our Say-on-Pay result and considered investor feedback in evaluating Starbucks executive compensation programs, as discussed in this Compensation Discussion and Analysis. The Committee also assessed the interaction of our compensation programs with our business objectives, input from F.W. Cook and peer data, each of which is evaluated in the context of the Committee’s fiduciary duty to act as the directors determine to be in the best interests of the Company. While each of these factors bore on the Compensation Committee’s decisions regarding NEO compensation, the Committee did not make any changes to our executive compensation program and policies as a result of our 2019 advisory vote on executive compensation. However, we did take certain actions following fiscal 2019 to address the specific needs of our business, as previously discussed.Compensation and Management Development Committee Report62 EXECUTIVE COMPENSATIONCOMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE REPORTThe Compensation and Management Development Committee is intimately involved in the both the goal setting and decision-making processes for the Company’s executive compensation programs. With input from the Company’s management, outside counsel and the Company’s independent compensation consultant, theThe Committee has reviewed and discussed this Compensation Discussion and Analysis.Analysis with the Company’s management. Based on this process and its thorough review, the Committee recommended to the board of directors that this Compensation Discussion and Analysis be included in the Company’s 2019 Form 10-K and this proxy statement.Respectfully submitted,Mary N. Dillon(chair)Richard E. Allison, Jr.(chair)Satya NadellaAndrew Campion
Clara ShihJavier G. Teruel52 2023 PROXY STATEMENT 63 SUMMARY COMPENSATION TABLEThe following table sets forth information regarding fiscal years 2019, 20182022, 2021, and 20172020 compensation for our NEOs, except fiscal year 2017 information2020 and 2021 for Mr. Schultz and Mr. Narasimhan, and 2020 for Ms. BrewerRuggeri, Mr. Conway, and fiscal year 2018 and 2017 for Mr. Grismer areMs. Gonzalez were not provided because they were not NEOs in those years.Name and
Principal Position Year Salary
($) Bonus
($)(1) Stock
Awards
($)(2) Option
Awards(2) Non-Equity
Incentive Plan
Compensation
($)(3) All Other
Compensation
($)(4) Total
($)Kevin R. Johnson
president and chief
executive officer2019 1,499,992 — 8,272,802 5,000,003 4,347,000 122,153 19,241,950 2018 1,461,533 — 6,659,982 4,233,929 960,000 67,036 13,382,480 2017 1,154,808 — 5,914,248 3,919,630 469,688 21,990 11,480,364 Patrick J. Grismer
executive vice president,
chief financial officer2019 715,000 1,500,000 7,499,989 — 1,027,065 466,697 11,208,751 Rosalind G. Brewer
group president, Americas
and chief operating officer2019 1,032,308 333,000 4,454,632 — 2,143,440 53,116 8,016,496 2018 961,540 334,000 4,050,177 2,681,771 980,000 144,594 9,152,082 John Culver
group president, International,
Channel Development and Global
Coffee & Tea2019 851,652 — 4,454,632 — 1,414,670 23,370 6,744,324 2018 824,993 — 2,699,997 1,716,456 643,500 22,240 5,907,186 2017 809,135 — 2,581,817 1,716,322 237,600 21,990 5,366,864 Lucy Helm
executive vice president, chief
partner officer2019 624,222 — 2,768,270 — 790,020 24,002 4,206,515 2018 599,998 — 1,499,999 953,582 315,000 19,373 3,387,951 2017 582,019 — 1,147,462 762,807 101,250 21,652 2,615,190 Scott Maw
executive vice president,
chief financial officer
(retired November 30, 2018)2019 169,233 400,000 — — — 1,001,111 1,570,343 2018 800,007 — 2,999,997 1,907,175 256,000 17,590 5,980,769 2017 789,423 — 2,868,709 1,907,030 180,000 16,440 5,761,602 Name and
Principal PositionYear Salary
($)Bonus
($)(1)Stock
Awards
($)(2)Option
AwardsNon-Equity
Incentive Plan
Compensation
($)(3)All Other
Compensation
($)(4)Total
($)Howard Schultzinterim chief executive officer2022 $1 — — — — $374,557 $374,558 Rachel Ruggeriexecutive vice president and chief financial officer2022 $833,085 — $2,951,606 — — $11,705 $3,796,396 2021 $718,275 — $1,542,542 — $1,053,409 $15,214 $3,329,440 Laxman Narasimhanchief executive officer-elect2022 — $1,600,000 $7,186,870 — — $6,955 $8,793,825 Michael Conwaygroup president, International and Channel Development2022 $924,997 — $4,370,131 — — $666,465 $5,961,593 2021 $755,678 — $3,914,566 — $1,133,360 $653,283 $6,456,887 Kevin R. Johnsonformer president and chief executive officer2022 $1,302,595 — $15,385,875 — — $29,684 $16,718,154 2021 $1,609,610 — $14,755,014 — $4,030,000 $30,538 $20,425,162 2020 $1,540,379 — $11,166,708 — $1,860,000 $98,488 $14,665,575 John Culverformer group president and chief operating officer2022 $1,000,002 — $6,045,782 — — $25,805 $7,071,589 2021 $979,325 — $6,421,550 — $1,941,595 $24,971 $9,367,441 2020 $912,113 — $4,802,284 — $728,438 $23,620 $6,466,455 Rachel A. Gonzalezformer executive vice president, general counsel2022 $440,232 — $3,614,063 — — $7,625,802 $11,680,097 2021 $752,890 — $3,577,128 — $971,500 $22,386 $5,323,904 (1)For Mr. Narasimhan, includes a sign-on bonus of $1,600,000, which was paid upon his commencing employment with the Company as chief executive officer - elect, effective October 1, 2022.(2)Represents the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718. Consistent with the requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, the value of the PRSUs is based on one-third of the full number of shares for which target EPS was: (i) established in fiscal 2020 for the award that was granted on November 13, 2019, which vested on November 13, 2022, (ii) established in fiscal 2021 for the award that was granted on November 11, 2020, which is scheduled to vest on November 11, 2023 and (iii) established in fiscal 2022 for the award that was granted on November 10, 2021, which is scheduled to vest on November 10, 2024. The remaining portions of the awards granted in November 2020 and November 2021 will be linked to EPS goals for subsequent fiscal years and will be reported in the Summary Compensation Table for those fiscal years. These amounts do not reflect whether the recipient has realized or will realize a financial benefit from the awards (such as by exercising stock options). The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s Form 10-K (Note 13: Employee Stock and Benefit Plans) for the fiscal year ended October 2, 2022. The grant date fair value for PRSUs is reported based upon the probable outcome of the performance conditions at the target level on the grant date. The value of the annual PRSU awards granted in fiscal 2022, assuming achievement of the maximum performance level of 200%, would have been: Mr. Schultz $0; Ms. Ruggeri: $2,303,220; Mr. Narasimhan: $6,973,690; Mr. Conway: $5,140,270; Mr. Johnson: $18,371,780; Mr. Culver $7,291,576; and Ms. Gonzalez: $4,428,132. In accordance with GAAP, the fair value of stock awards granted to a retirement-eligible partner will be expensed earlier than identical stock awards granted to a partner who is not retirement eligible. During fiscal 2022, Mr. Johnson and Mr. Culver were retirement eligible.(3)These amounts represent earned annual incentive bonuses under the Annual Incentive Bonus Plan.(4)The table below shows the components of “All Other Compensation” for the NEOs.(1)For Mr. Grismer, includes a sign-on bonus of $1,500,000, which was paid upon his commencing employment with the Company as executive vice president and chief financial officer, effective November 12, 2018 and November 30, 2018, respectively. For Mr. Maw, includes his retirement transition bonus. For Ms. Brewer, includes payment of her new hire cash award, paid as follows: one-third 30 days after her start date in fiscal 2018, one-third after twelve months of employment in fiscal 2019, and one-third after twenty-four months of employment in fiscal 2020, subject to continued employment.(2)64Represents the aggregate grant date fair value, as computed in accordance with FASB ASC Topic 718. Consistent with the requirements of FASB ASC Topic 718, the value of the PRSUs is based on one-third of the full number of shares for which target EPS was established in fiscal year 2019 under the award made on November 14, 2018, which is scheduled to vest on November 14, 2021. These amounts do not reflect whether the recipient has realized or will realize a financial benefit from the awards (such as by exercising stock options). The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s Form 10-K (Note 12: Employee Stock and Benefit Plans) for the fiscal year ended September 29, 2019. The grant date fair value for PRSUs is reported based upon the probable outcome of the performance conditions at the target level on the grant date. The value of the annual PRSU awards granted in fiscal 2019, assuming achievement of the maximum performance level of 200%, would have been: Mr. Johnson: $6,145,554; Ms. Brewer: $3,309,279; Mr. Culver: $3,309,279; and Ms. Helm: $2,056,494. Mr. Grismer’s stock awards, provided as part of his sign-on award, were in the form of RSUs and do not include any performance metrics for vesting. Mr. Maw was not issued any PRSUs in fiscal 2019 due to his retirement, effective November 30, 2018. The assumed expected term of stock options shown in the Company’s Form 10-K (Note 12: Employee Stock and Benefit Plans) is a weighted average expected term covering all optionees.In addition, in accordance with GAAP, the fair value of a stock option granted to a retirement-eligible partner will be expensed earlier than an identical stock option granted to a partner who is not retirement eligible. During fiscal 2019, Messrs. Johnson and Culver and Ms. Helm were retirement eligible.(3)These amounts represent earned annual incentive bonuses under the Annual Incentive Bonus Plan.(4)The table below shows the components of “All Other Compensation” for the NEOs.2020 PROXY STATEMENT 53EXECUTIVE COMPENSATION TABLESFISCAL 20192022 ALL OTHER COMPENSATION TABLEName Insurance
Premiums
($)(1)Retirement Plan
Contributions
($)(2)Other
($)Total
($)Howard Schultz $3,743 — $370,814 (3),(4) $374,557 Rachel Ruggeri $4,920 $6,785 — $11,705 Laxman Narasimhan — — $6,955 $6,955 Michael Conway $6,330 $15,250 $644,885 (5) $666,465 Kevin R. Johnson $6,030 $15,250 $8,404 (3) $29,684 John Culver $7,155 $15,250 $3,400 $25,805 Rachel A. Gonzalez $3,146 $10,833 $7,611,823 (6) $7,625,802 (1)Name Insurance
Premiums
($)(1) Retirement Plan
Contributions
($)(2) Security
($)(3) Other
($) Total
($)Kevin R. Johnson 5,970 14,000 88,708 13,475 (4) 122,153 Patrick J. Grismer 7,615 14,000 — 445,082 (5) 466,697 Rosalind G. Brewer 5,970 — 32,500 14,646 (4) 53,116 John Culver 5,970 14,000 — 3,400 23,370 Lucy Helm 6,602 14,000 — 3,400 24,002 Scott Maw 1,111 — — 1,000,000 (6) 1,001,111 (1)Represents the premiums paid on behalf of our NEOs under our executive life and disability insurance plans.(2)Represents Company matching contributions to the accounts of our NEOs in the Company’s 401(k) plan.(3)Represents the aggregate incremental costs to the Company of providing home security services and equipment. We determine the incremental cost to us for this benefit based on the actual costs or charges incurred.(4)Includes expenses related to the personal use of the Company aircraft.(5)Represents relocation expenses as a result of Mr. Grismer joining the Company as executive vice president and chief financial officer in fiscal 2019.(6)Represents the fees paid to Mr. Maw between his effective retirement date, November 30, 2018, and March 31, 2019, during which time Mr. Maw served as a senior consultant to the Company in exchange for receiving consulting fees of $250,000 per month.(2)Represents Company matching contributions to the accounts of our NEOs in the Company’s 401(k) plan.(3)Includes expenses related to the personal use of the Company aircraft.(4)Includes expenses related to security in the amount of $342,182, and expenses in consideration for services provided prior to appointment as interim ceo.(5)Mr. Conway was based internationally during fiscal 2020 before assuming his role as group president, International and Channel Development. Accordingly, Mr. Conway received certain benefits in connection with his international assignment which included tax equalization support in the amount of $641,485 which occurred in fiscal 2022.(6)Includes severance payment and benefits paid to Ms. Gonzalez pursuant to her separation agreement in the aggregate amount of $7,608,423,which consists of (i) $2,283,750 in severance, (ii) a prorated bonus of $470,553 for fiscal year 2022, (iii) a $4,801,720 cash payment in recognition of equity grants that were scheduled to vest in 2022 after her separation date on May 20, 2022 and in 2023, (iv) $32,400, representing the cost of COBRA continuation coverage for a period of eighteen months, and (v) $20,000 that could be used for attorneys’ fees related to the negotiation of her separation agreement.FISCAL 20192022 GRANTS OF PLAN-BASED AWARDS TABLEThe following table sets forth information regarding fiscal 20192022 annual incentive bonus awards and equity awards granted to our NEOs in fiscal 2019. Potential Future Payouts
Under Non-Equity
Incentive Plan Awards
Potential Future Payouts
Under Equity
Incentive Plan Awards All Other
Stock
Awards:
Number of
Shares or
Stock Units
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options Exercise
or Base
Price of
Option
Awards
($/SH)Grant Date
Fair Value
of Stock
and Option
Awards
($)(3)Name Award Approval
DateGrant
Date(1)Threshold
($) Target
($) Maximum
($)Threshold
(#)(2) Target
(#) Maximum
(#) Kevin R. Johnson Annual
Incentive(4)600,000 3,000,000 6,000,000 PSOs(5) 11/13/2018 11/14/2018 467,290 5,000,003 RSUs(6) 11/13/2018 11/14/2018 77,566 5,200,025 PRSUs(7) 11/13/2018 11/14/2018 9,696 38,783 77,566 3,072,777 Patrick J. Grismer Annual
Incentive(4)149,500 747,500 1,495,000 RSUs(8) 10/3/2018 12/17/2018 116,333 7,499,989 Rosalind G. Brewer Annual
Incentive(4)312,000 1,560,000 3,120,000 RSUs(6) 11/13/2018 11/14/2018 41,766 2,799,993 PRSUs(7) 11/13/2018 11/14/2018 5,221 20,884 41,768 1,654,639 John Culver Annual
Incentive(4)205,920 1,029,600 2,059,200 RSUs(6) 11/13/2018 11/14/2018 41,766 2,799,993 PRSUs(7) 11/13/2018 11/14/2018 5,221 20,884 41,768 1,654,639 Lucy Helm Annual
Incentive(4)126,000 630,000 1,260,000 RSUs(6) 11/13/2018 11/14/2018 25,955 1,740,023 PRSUs(7) 11/13/2018 11/14/2018 3,245 12,978 25,956 1,028,247
2022. Potential Future Payouts
Under Non-Equity
Incentive Plan Awards Potential Future Payouts
Under Equity
Incentive Plan AwardsAll Other
Stock
Awards:
Number of
Shares or
Stock Units
(#)Grant Date
Fair Value
of Stock
and Option
Awards
($)(3)Name Award Type Approval
DateGrant
Date(1)Threshold
($)Target
($)Maximum
($)Threshold
(#)(2)Target
(#)Maximum
(#)Howard Schultz Annual Incentive(4) — — — RSUs(5) PRSUs(6) Rachel Ruggeri Annual Incentive(4)262,500 1,050,000 2,100,000 RSUs(5)11/9/2021 11/10/2021 15,894 1,799,996 PRSUs(6)11/9/2021 11/10/2021 2,447 9,788 19,576 1,151,610 Laxman Narasimhan Annual Incentive(4) — — — RSUs(7) 8/31/2022 10/1/2022 43,912 3,700,025 PRSUs(8)8/31/2022 10/1/2022 8,234 32,934 65,868 2,789,510 PRSUs(9) 8/31/2022 10/1/2022 2,058 8,233 16,466 697,335 Michael Conway Annual Incentive(4) 346,876 1,387,500 2,775,000 RSUs(5) 11/9/2021 11/10/2021 15,894 1,799,996 PRSUs(6)11/9/2021 11/10/2021 5,913 23,651 47,302 2,570,135 Kevin R. Johnson Annual Incentive(4) 642,995 2,571,978 5,143,956 RSUs(5)11/9/2021 11/10/2021 54,746 6,199,985 PRSUs(6)11/9/2021 11/10/2021 22,513 90,051 180,102 9,185,890 John Culver Annual Incentive(4) 375,000 1,500,000 3,000,000 RSUs(5) 11/9/2021 11/10/2021 21,192 2,399,994 PRSUs(6)11/9/2021 11/10//2021 8,933 35,730 71,460 3,645,788 Rachel A. Gonzalez Annual Incentive(4) 190,313 761,250 1,522,500 RSUs (5) 11/9/2021 11/10/2021 12,362 1,399,997 PRSUs(6)11/9/2021 11/10/2021 5,471 21,885 43,770 2,214,066 (1)Annual equity awards granted in November 2021 were approved by the Compensation Committee except for grants to Mr. Johnson, which were approved by the independent members of the board upon the recommendation of the Compensation Committee. In accordance with our equity grant timing policy in place at the time of the November 2021 grant, the grant date for the regular annual equity grant was the final date of the November board meeting. Replacement equity awards granted to Mr. Narasimhan, which were made in respect of certain outstanding equity awards that Mr. Narasimhan forfeited when he left his previous employer to join Starbucks, were approved by our board of directors as part of Mr. Narasimhan’s offer letter. The grant date for the replacement equity awards was Mr. Narasimhan’s first day of employment with the Company. (2)This threshold amount is based on achievement of pre-approved, annualized adjusted EPS targets and is subject to an adjustment, based on a three-year relative TSR against the S&P 500, of upward or downward of 25%, and a three-year representation modifier, of upward or downward of 10%.(3)The grant date fair value is computed in accordance with FASB ASC Topic 718 for PRSUs and RSUs granted during the applicable fiscal year. For more information on, and assumptions used for the grant date fair value of the PRSUs and time-based RSUs, see the Company’s Form 10-K (Note 1: Summary of Significant54 2023 PROXY STATEMENT 65 EXECUTIVE COMPENSATION TABLESAccounting Policies and Estimates) for the fiscal year ended October 2, 2022. Consistent with the requirements of FASB ASC Topic 718, the value of the PRSUs is based on one-third of the full number of shares for which target EPS was established in fiscal 2022 for the award that was granted on November 10, 2021, which is scheduled to vest on November 10, 2024. The remaining portions of the awards granted in November 2021 will be linked to EPS goals for subsequent fiscal years and will be reported in the Summary Compensation Table for those fiscal years. Excludes the grant date fair value for the EPS performance-related component of the PRSUs granted in fiscal 2021 and fiscal 2020 based on the probable or target outcome of the fiscal 2022 EPS performance-related component because these PRSUs were not granted in fiscal 2022. The amounts included in the “Stock Awards” column of the Summary Compensation Table for fiscal 2022 related to the PRSUs granted in fiscal 2021 and fiscal 2020 are as follows: $0 for Mr. Schultz; $192,366 for Ms. Ruggeri; $0 for Mr. Narasimhan; $1,610,891 for Mr. Conway; $5,882,122 for Mr. Johnson; $2,366,836 for Mr. Culver; and $1,467,960 for Ms. Gonzalez.(4)(1)Annual equity awards granted in fiscal 2019 were approved by the independent directors on the recommendation of the Compensation Committee. In accordance with our equity grant timing policy in place at the time of the November 2018 grant, the grant date for the regular annual equity grant was the date following the November 2018 board meeting, on November 14, 2018.(2)This threshold amount is based on achievement of pre-approved, annualized EPS targets and is subject to an adjustment, based on a three-year relative TSR against the S&P 500, of upward or downward of 25%.(3)The grant date fair value for PRSUs is reported based upon the probable outcome of the performance conditions (target) at the grant date.(4)Reflects information regarding awards under the Annual Incentive Bonus Plan. For Mr. Grismer, this award was prorated for his November 12, 2018 start date.(5)Reflects performance-based stock options that, if earned, vest 100% on the third anniversary of the grant date.(6)Reflects RSUs that vest in four equal annual installments (subject to rounding of partial shares) beginning on the first anniversary of the grant date. Starting in fiscal 2018, dividend equivalent rights were added to RSUs.(7)While in our most recent proxy statement for fiscal 2018, the full value of the PRSUs awarded on the grant date was reflected in this table, as a result of changes to our Leadership Stock Plan in fiscal 2019, as described in more detail on pages 46 to 47, and consistent with the requirements of FASB ASC Topic 718, the amount represents the first third of the PRSUs made on November 14, 2018 for which the grant date fair value was established on November 14, 2018. The shares earned from this award are expected to vest on November 14, 2021. Starting in fiscal 2018, dividend equivalent rights were added to PRSUs.(8)Reflects restricted stock units that vest 50% of the first anniversary of the grant date and 25% on the second and third anniversary of the grant date respectively (subject to rounding of partial shares).(5)Reflects RSUs that vest in four equal annual installments, subject to rounding of partial shares, beginning on the first anniversary of the grant date. (6)The amount shown in these rows reflect the share amount, specifically the threshold, the target and the maximum potential awards of PRSUs granted for fiscal 2022 performance. The material terms of the PRSUs, which are completely at risk are further described in the CD&A.(7)Reflects RSUs that vest in three equal annual installments, subject to rounding of partial shares, beginning on the first anniversary of the grant date. (8)The amount shown in this row reflects the share amount, specifically the threshold, the target and the maximum potential awards of PRSUs granted to Mr. Narasimhan to allow him to participate in the Company’s in-progress FY2021-2023 PRSU cycle, which vest based on the achievement of goals set for the FY2021-FY2023 Performance Period. The material terms of the PRSUs, which are completely at risk are further described in the CD&A.(9)The amount shown in this row reflects the share amount, specifically the threshold, the target and the maximum potential awards of PRSUs granted to Mr. Narasimhan to allow him to participate in the Company’s in-progress FY2022-2024 PRSU cycle, which vest based on the achievement of goals set for the FY2022-FY2024 Performance Period, subject to rounding of partial shares, beginning on the second anniversary of the grant date.The following narrative provides further detail with respect to the information in the table above.Equity Awards.In fiscal 2019,2022, we granted each of our NEOs who was employed by the Company prior to the beginning of the year long-term performance-based compensation in the form of PRSUs and RSUs. In connection with Mr. Narasimhan’s appointment as chief executive officer-elect, Mr. Narasimhan received replacement equity grants in the form of PRSUs and RSUs, and PRSUs.The stock options have an exercise price equal to the closing market price of our common stock on the date of grant.20192022 will generally vest, subject to continued employment and achievement of performance metrics, 100% on the third anniversary of the date of grant.grant (or on November 11, 2023 with respect to Mr. Narasimhan’s PRSU award providing for participation in the FY2021-2023 PRSU cycle, and on November 10, 2024 with respect to Mr. Narasimhan’s PRSU award providing for participation in the FY2022-2024 PRSU cycle). The final number of PRSUs earned also will be based on achievement of an EPS goal, a relative TSR modifier, and a TSRrepresentation modifier as further discussed in the “LeadershipLeadership Stock Plan”Plan section of the Compensation Discussion and Analysis,CD&A beginning on pages 46 to 47.page 52. The circumstances pursuant to which the vesting of stock options,PRSUs and RSUs and PRSUs accelerate are described below in the section entitled “PotentialPotential Payments Upon Termination or Change in Control-Equity Acceleration”Treatment on page 58.Non-Equity Awards.These amounts reflect the potential threshold, target, and maximum annual incentive bonus awards payable to our NEOs as annual incentive bonuses for fiscal 2019.2022 under the Company’s Annual Incentive Bonus Plan. Amounts shown are calculated as a percentage of fiscal 20192022 year-end base salary. See the discussion and analysis regarding annual incentive bonuses in the Compensation Discussion and AnalysisCD&A section beginning on pages 43 to 46,page 47 above for further information. Threshold bonus amounts assume achievement of the objective performance goals, tied to adjusted net revenue and adjusted operating income, at 25% of target and an individual performance factor payout of 0-200% of target. Target bonus amounts assume achievement of the objective performance goals, tied to adjusted net revenue and adjusted operating income, at the target amounts.amount and an individual performance factor payout of 0-200% of target. Maximum bonus amounts assume achievement of the objective goals at the maximum for a payout of 200% of target and an individual performance factor payout of 200%. The of target. As discussed in the CD&A, each of our NEOs received actual bonuseswho was eligible to earn an annual cash incentive award for fiscal 20192022 would have earned an award based on our financial results and profit positive and planet positive goals. However, after considering the recommendations of our interim chief executive officer, the Committee exercised its discretion to adjust all payouts under the Annual Incentive Bonus Plan to $0 for fiscal 2022, given our overall financial performance in fiscal 2022 and where we are currently in our Reinvention Plan (except with respect to Ms. Gonzalez, who received a payout, pursuant to the amountsterms of her separation agreement as shown in the “Non-Equity Incentive Plan Compensation”All Other Compensation column of the Summary Compensation Table.Table).2020 PROXY STATEMENT 5566 OUTSTANDING EQUITY AWARDS AT FISCAL 20192022 YEAR-END TABLEThe following table provides information regarding stock options, RSUsPRSUs, and PRSUsRSUs held by our NEOs as of September 29, 2019.October 2, 2022. No NEO has any other form of equity award outstanding. For stock awards, granted in November 2018, the amount listed below includes accrued dividend equivalents on unearned and unvested restricted stock units.Option Awards Stock Awards Name Grant Date Number of
Securities
Underlying
Options
(#) Total
Grant Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Number of
Securities
Underlying
Options (#)
Previously
Exercised Option
Exercise
Price
($) Option
Expiration
Date Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#) Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)(1) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights
That Have
Not Vested
(#) Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units
or Other
Rights
That
Have Not
Vested
($)(2)Kevin R. Johnson 3/16/2015 (3) 323,290 323,290 — — 47.02 3/16/25 11/16/2015 (4) 359,177 269,383 89,794 — 60.68 11/16/25 11/21/2016 (4) 445,633 222,817 222,816 — 56.10 11/21/26 4/17/2017 (7) 36,248 18,124 18,124 — 58.08 4/17/27 11/15/2017 (4) 535,615 133,904 401,711 — 56.70 11/15/27 11/15/2017 (6) 121,793 10,762,852 11/14/2018 (10) 467,290 — 467,290 — 67.04 11/14/28 11/14/2018 (11) 78,624 6,947,997 11/14/2018 (12) 39,311 3,473,969 Patrick J. Grismer 12/17/2018 (5) 117,920 10,420,563 Rosalind G. Brewer 10/16/2017 (3) 367,376 122,459 244,917 — 54.91 10/16/27 5/1/2017 (8) 2,302 203,428 10/16/2017 (9) 50,992 4,506,163 11/14/2018 (11) 42,336 3,741,202 11/14/2018 (12) 21,168 1,870,601 John Culver 11/16/2015 (4) 147,896 110,922 36,974 — 60.68 11/16/25 11/21/2016 (4) 211,089 105,545 105,544 — 56.10 11/21/26 11/15/2017 (4) 217,141 54,286 162,855 — 56.70 11/15/27 11/15/2017 (6) 49,376 4,363,326 11/14/2018 (11) 42,336 3,741,202 11/14/2018 (12) 21,168 1,870,601 Lucy Helm 11/19/2012 (4) 78,982 13,982 — 65,000 24.87 11/19/22 11/11/2013 (4) 74,030 74,030 — — 40.50 11/11/23 11/17/2014 (4) 71,844 71,844 — — 38.92 11/17/24 11/16/2015 (4) 63,384 47,538 15,846 — 60.68 11/16/25 11/21/2016 (4) 93,817 46,909 46,909 — 56.10 11/21/26 11/15/2017 (4) 120,634 30,159 90,475 — 56.70 11/15/27 11/15/2017 (6) 27,431 2,424,070 11/14/2018 (11) 26,309 2,324,927 11/14/2018 (12) 13,154 1,162,448 Option Awards Stock Awards Name Grant Date Number of
Securities
Underlying
Options
(#) Total
GrantNumber of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
Date Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(1)Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)(2)Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units,
or Other
Rights
That Have
Not Vested
(#)(1)Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units,
or Other
Rights
That
Have Not
Vested
($)(3)Howard Schultz N/A Rachel Ruggeri 6/15/2020 (6) 4,415 372,008 11/11/2020 (9) 2,872 241,995 11/11/2020 (11) 11,482 967,474 2/16/2021 (7) 9,704 817,659 11/10/2021 (9) 16,245 1,368,804 11/10/2021 (12) 24,369 2,053,332 Laxman Narasimhan 10/1/2022 (6) 43,192 3,639,358 10/1/2022 (11) 65,868 5,550,038 10/1/2022 (12) 16,467 1,387,509 Michel Conway 11/14/2018 (9) 4,008 337,714 11/13/2019 (9) 8,800 741,488 11/13/2019 (10) 16,170 1,362,484 11/11/2020 (9) 11,480 967,305 11/11/2020 (11) 45,926 3,869,724 11/10/2021 (9) 16,245 1,368,804 11/10/2021 (12) 24,369 2,053,332 Kevin R. Johnson 11/21/2016 (4) 445,633 122,343 — 56.10 10/2/2025 4/17/2017 (5) 36,248 36,248 — 58.08 10/2/2025 11/15/2017 (4) 535,615 285,615 — 56.70 10/2/2025 11/14/2018 (8) 467,290 467,290 — 67.04 10/2/2025 11/14/2018 (9) 20,841 1,756,063 11/13/2019 (9) 33,942 2,859,953 11/13/2019 (10) 62,372 5,255,465 11/11/2020 (9) 47,566 4,007,911 11/11/2020 (11) 190,272 16,032,318 11/10/2021 (9) 55,956 4,714,853 11/10/2021 (12) 83,936 7,072,447 John Culver 11/21/2016 (4) 211,089 158,017 — 56.10 11/21/2026 11/15/2017 (4) 217,141 217,141 — 56.70 11/15/2027 11/14/2018 (9) 11,222 945,566 11/13/2019 (9) 13,199 1,112,148 11/13/2019 (10) 24,257 2,043,895 11/11/2020 (9) 19,683 1,658,490 11/11/2020 (11) 78,736 6,634,296 11/10/2021 (9) 21,662 1,825,240 11/10/2021 (12) 32,491 2,737,692 (1)Includes the number of dividend equivalents accrued with respect to unvested PRSUs and RSUs as of October 2, 2022.(2)Value is calculated by multiplying the number of RSUs that have not vested by the closing market price of our stock ($84.26) as of the close of trading on September 30, 2022 (the last trading day prior to our October 2, 2022, fiscal year-end). (3)Value is calculated by multiplying the number of PRSUs that may be earned with respect to such PRSUs (at the achievement levels set forth in footnotes 10, 11, and 12 hereto, as applicable) by the closing market price of our stock ($84.26) as of the close of trading on September 30, 2022; actual number of PRSUs earned will be based upon performance against applicable adjusted EPS and relative TSR over a three-year performance period or adjusted EPS, relative TSR, and a representation modifier over a three-year performance period.(4)Options vest in four equal annual installments (subject to rounding of partial shares), beginning on the first anniversary of the grant date. (5)Options vest in four equal annual installments (subject to rounding of partial shares), beginning on November 21, 2017. (6)Reflects RSUs that vest equally over three years on the anniversary of the grant subject to rounding of partial shares. (7)Reflects RSUs that vest over four years with 50% on the second and fourth anniversary of the grant subject to rounding of partial shares. (1)Value is calculated by multiplying the number of RSUs that have not vested by the closing market price of our stock ($88.37) as of the close of trading on September 27, 2019, the last trading day prior to our September 29, 2019 fiscal year-end.(2)2023 PROXY STATEMENTValue is calculated by multiplying the number of RSUs that may be earned upon achievement of PRSU threshold performance by the closing market price of our stock ($88.37) as of the close of trading on September 27, 2019; actual number of RSUs earned will be based upon performance against applicable adjusted EPS and ROIC goals over a two-year performance period for awards granted prior to fiscal 2019 or EPS and relative TSR over a three-year performance period for awards granted in fiscal 2019.(3)Options vest in three equal annual installments (subject to rounding of partial shares) beginning on the first anniversary of the grant date.(4)Options vest in four equal annual installments (subject to rounding of partial shares), beginning on the first anniversary of the grant date.(5)Reflects RSUs that vest over three years; 50% on the first anniversary of the grant date and 25% on the second and third anniversary of the grant date.(6)Reflects the number of units that may be earned under the PRSU award upon achievement of target performance; actual number of RSUs earned will be based on the fiscal 2019 adjusted EPS and ROIC goals. On November 12, 2019, the Compensation Committee determined that the fiscal 2019 performance goals were not achieved and the PRSUs were paid at 0%.6756 EXECUTIVE COMPENSATION TABLES(8)(7)Options vest in four equal annual installments (subject to rounding of partial shares), beginning on November 21, 2017.(8)Reflects deferred RSUs provided to Ms. Brewer as a non-employee director of the Company prior to becoming an executive.(9)Reflects the number of performance-based RSUs earned upon achievement of the pre-established performance goal.(10)Reflects the number of performance-vesting stock options that may be earned upon achievement of the pre-established performance goal.(11)RSUs vest in four equal installments (subject to rounding or partial shares), beginning on the first anniversary date of the grant.(12)Reflects the number of performance-based RSUs awarded on November 14, 2018, including only shares and value equal to one-third of the award for which an EPS target has been established.(9)RSUs vest in four equal installments (subject to rounding or partial shares), beginning on the first anniversary date of the grant.(10)Represents shares earned under PRSUs granted in fiscal 2020 based on Starbucks performance through the end of the three-year performance period covering fiscal 2020, fiscal 2021, and fiscal 2022. These shares were earned following certification of the EPS and TSR performance goals by the Compensation Committee. The earned PRSUs remained subject to the NEO’s continued employment (other than for any NEO who is eligible to retirement vesting) through their settlement on November 18, 2022. (11)PRSUs that are to be earned and scheduled to settle on November 11, 2023, subject to (i) the achievement of EPS performance, subject to annual goals that are pre-established at the beginning of each of fiscal 2021, fiscal 2022, and fiscal 2023; (ii) Starbucks TSR relative to the S&P 500 Index over a three-year period covering fiscal 2020, fiscal 2021, and fiscal 2022; and (iii) the executive officer’s employment (other than for any NEO who is eligible for retirement vesting) through the settlement date. The number of shares and the payout value for the PRSUs reflect payout at maximum since Starbucks EPS performance and relative TSR performance as measured through the end of the first two years of the three-year performance period exceeded target levels (although they did not exceed maximum levels).(12)PRSUs that are to be earned and settled on November 10, 2024, subject to (i) the achievement of EPS performance, subject to annual goals that are pre-established at the beginning of each of fiscal 2022, fiscal 2023, and fiscal 2024; (ii) Starbucks TSR relative to the S&P 500 Index over a three-year period covering fiscal 2022, fiscal 2023, and fiscal 2024; (iii) a representation modifier over a three-year period covering fiscal 2022, fiscal 2023, and fiscal 2024; and (iv) the executive officer’s employment through the settlement date. The number of shares and the payout value for the PRSUs reflect payout at target since Starbucks EPS performance as measured through the end of the first year of the three-year performance period exceeded threshold levels but did not exceed target levels.FISCAL 20192022 OPTION EXERCISES AND STOCK VESTED TABLEThe following table provides information regarding stock options that were exercised by our NEOs and stock awards that vested during fiscal 2019.2022. Option award value realized is calculated by subtracting the aggregate exercise price of the options exercised from the aggregate market value of the shares of common stock acquired on the date of exercise. Stock award value realized is calculated by multiplying the number of shares shown in the table by the closing price of our stock on the date the stock awards vested. As illustrated by the “Grant Date” column in the table below, Value Realized on Exercise and Value Realized on Vesting represent long-term gain over many years.Option Awards Stock Awards Name Grant Date Number of
Shares Acquired
on Exercise
(#) Value Realized
on Exercise
($)
Shares Acquired
on Vesting
(#) Value Realized
on Vesting
($)Kevin R. Johnson 11/15/2010 23,390 1,939,695 11/16/2015 27,315 1,861,790 Rosalind G. Brewer 10/16/2017 25,497 1,473,982 John Culver 11/11/2013 32,388 911,719 11/17/2014 136,708 4,091,930 7/16/2014 15,242 1,372,999 11/16/2015 11,247 766,596 Lucy Helm 11/19/2012 10,000 581,251 7/16/2014 10,160 915,213 11/16/2015 4,820 328,531 Scott Maw 11/19/2012 6,282 262,720 11/11/2013 46,268 1,196,435 2/18/2014 33,350 977,565 11/17/2014 126,958 3,459,745 11/16/2015 95,076 575,162 11/21/2016 117,272 1,244,432 11/15/2017 60,317 575,074 11/16/2015 9,641 657,131 Option Awards Stock Awards Name Number of
Shares Acquired
on Exercise
(#)Value Realized
on Exercise
($) Number of
Shares Acquired
on Vesting
(#)Value Realized
on Vesting
($)Howard Schultz — — — Rachel Ruggeri — — 5,144 429,817 Laxman Narasimhan — — — — Michael Conway 30,158 1,653,072 47,429 5,473,034 Kevin R. Johnson 250,000 14,846,600 210,710 24,686,966 John Culver — — 109,152 12,799,444 Rachel A. Gonzalez 82,894 2,217,458 58,516 6,490,022 NONQUALIFIED DEFERRED COMPENSATIONManagement Deferred Compensation PlanThe NEOs are eligible to participate in the Management Deferred Compensation Plan (“MDCP”), a non-qualifiednonqualified plan the benefits of which are paid by Starbucks out of our general assets. The plan is subject to the requirements of Section 409A of the Internal Revenue Code. We maintain a trust agreement with an independent trustee establishing a rabbi trust for the purpose of funding benefits payable to participants (including NEOs) under our MDCP in the event of a change in control. It is currently funded with a nominal amount of cash.Deferrals.Participants may defer up to 70% of base salary to the MDCP and up to 95%85% of bonuses paid under certain eligible annual incentive bonus plans. Bonus deferral elections are available only to those who are eligible and enroll during the annual enrollment window that takes place prior to the start of each fiscal year. As of 2011, the Company no longer providesWe do not provide matching contributions to the plan.on participant MDCP deferrals.selectchoose how to allocate their account balance among the measurement funds they wish to have their account allocated and may change how current deferred compensation is allocated to the measurement funds at any time, subject to certain redemption fees and other limitations imposed by frequent trading restrictions and plan rules. Changes generally become effective as of the first trading day following the change.In-Service Withdrawals and SeparationsSeparation from Service Distributions.At the time of making the deferral election for a particular year, a participant elects when the associated deferred compensation will be distributed. In general, the participant can receive scheduled “in-service” withdrawals or hardship withdrawals while still employed or have distributions paid onupon separation from service. The specific distribution options depend on whether the deferred compensation was earned before or after January 1, 2005, and is subject to other plan rules.For separation from service distributions, account balances resulting from the Company match and deferred compensation earned on and after January 1, 2005, can be paid either in a lump sum or in up to 10 annual installments, in each case beginning within 60 days or one year2020 PROXY STATEMENT 57EXECUTIVE COMPENSATION TABLEShis or hertheir separation date, Section 409A requires that the payments be delayed for six monthshis or hertheir separation date, in up to 10 annual installments. Retirement age under the MDCP is age 65, and no current NEO with an MDCP balance was retirement eligible under the MDCP during fiscal 2019.68 EXECUTIVE COMPENSATION TABLESFISCAL 20192022 NONQUALIFIED DEFERRED COMPENSATION TABLEThe following table shows contributions, earnings, withdrawals, and distributions during fiscal 20192022 and the account balances as of September 29, 2019October 2, 2022, for our NEOs under the Management DeferredMDCP.Name Executive
Contributions
($)Starbucks
Contributions
($)Aggregate
Earnings
($)(1)Aggregate
Withdrawals/
Distributions
($)Aggregate
Balance at
Fiscal 2022
Year-End
($)(2)Howard Schultz — — — — — Rachel Ruggeri $543,717 (3) — -$134,595 — $523,727 Laxman Narasimhan — — — — — Michael Conway — — — — — Kevin R. Johnson — — — — — John Culver $705,399 (3) — -$871,768 — $5,221,998 Rachel A. Gonzalez — — -$26,101 — $58,262 (1)We do not provide above-market or preferential earnings on MDCP contributions, so these amounts were not reported in the Summary Compensation Plan.Name Executive
Contributions
($) Starbucks
Contributions
($) Aggregate
Earnings
($)(1) Aggregate
Withdrawals/
Distribution
($) Aggregate
Balance at
Fiscal 2018
Year-End
($)(2)Kevin R. Johnson — — — — — Patrick J. Grismer — — — — — Rosalind G. Brewer — — — — — John Culver 348,238 (3) — 241,922 — 3,845,264 Lucy Helm — — 14,330 — 913,613 Scott Maw — — — — — (1)We do not provide above-market or preferential earnings on MDCP contributions, so these amounts were not reported in the Summary Compensation Table. Management Deferred Compensation Plan participants can select only from among the same investment funds as are available under our 401(k) plan.(2)Of these balances, the following amounts were reported as executive and Company contributions in Summary Compensation Tables in prior-year proxy statements: Mr. Johnson: $0; Mr. Grismer: $0; Ms. Brewer: $0; Mr. Culver: $1,959,222; Ms. Helm: $0; and Mr. Maw: $0. The information in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation.(3)This amount was deferred from Mr. Culver’s fiscal 2019 base salary, which is reported in the “Salary” column of the Summary Compensation Table for fiscal 2019.
Table. MDCP participants can select only from among the same investment funds as are available under our 401(k) plan.(3)This amount was deferred from Ms. Ruggeri’s and Mr. Culver’s fiscal 2022 base salary and eligible annual incentive bonus pay (if the NEO elected deferral of bonus pay), which is reported in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table for fiscal 2022.POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE
IN CONTROLWe doAs described in the CD&A, our currently employed NEOs are entitled to certain payments and benefits under the Severance and CIC Plan in the event such NEOs experience certain qualifying terminations of employment, except for Mr. Schultz, who is not provide special change-in-controleligible to participate in the Severance and CIC Plan, and Mr. Narasimhan, who will be entitled to severance payments and benefits under his Offer Letter until he becomes eligible to executives. Our only change-in-control arrangement, whichparticipate in the Severance and CIC Plan upon his appointment as chief executive officer on April 1, 2023. For additional information regarding the material features of the Severance and CIC Plan and the rationale for each feature, please refer to the section above entitled “Severance and CIC Plan” on page 55. For additional information regarding the material features of Mr. Narasimhan’s severance entitlements under his Offer Letter, please refer to the section above entitled “Executive Compensation Agreements and Arrangements–Employment Agreements and Termination Arrangements–Narasimhan Offer Letter” on page 60.The 2005 Key Employee Plan also provides for “double-trigger” accelerated vesting of equity (with any performance-based awards vesting at target), consistent with the “double-trigger” treatment that applies to all partners is accelerated vesting of certainwith equity compensation awards. We may from time-to-time offer a severance benefit arrangement for terminated or separated executives as part of a negotiated termination of employment in exchange for a release of claims against the Company and other covenants determined to be in the best interests of the Company.Equity AccelerationAcceleration Upon a Change in Control.No named executive officer is entitled to any payment or accelerated benefit in connection with a change in control of Starbucks, or a change in his or her responsibilities following a change in control, except for accelerated vesting of stock options, RSUs, PRSUs and any related dividend equivalent rights, grantedThis means that under our 2005 Key Employee Plan. The 2005 Key Employee Plan has detailed definitions of “change in control” and resigning for “good reason.” Generally, a change in control occurs if: (i) we sell or liquidate all our assets, (ii) someone acquires 25% or more of our stock without prior approval of our board of directors, (iii) a majority of our directors(which is replaced in any 36-month period other than by new directors approved by existing directors, or (iv) Starbucks is notalso known as the surviving company after any merger.The 2005 Key Employee Plan is a “double trigger” plan, meaning thatLeadership Stock Plan), unvested stock options and unvested RSUs, including PRSUs and dividend equivalents, vest immediately onlyawards will accelerate vesting if (i) there is a change in control, and (ii) if stock options and RSUseither (a) awards are assumed or substituted with stock options or RSUsawards of the surviving companyor and the partner is terminated or resigns for “good reason” within one year aftergood reason during the change in control. Generally speaking, a resignation is for “good reason” if it results from the resigning partner: (i) having materially reduced responsibilities, (ii) being placed in a new role that is inconsistent with the pre-change-in-control role, (iii) having hisCIC Period or her base salary or target incentive compensation reduced, or (iv) having his or her primary work location moved by more than 50 miles. If stock options or RSUs(b) awards are not assumed or substituted with generally equivalent equityawards of the surviving company, in which case they vest immediately upon a change in control.Beginning with fiscal 2018 awards, PRSUs are treated inand RSUs accelerate upon a partner’s death or disability. As a result of the same manner as RSUs described above. This treatment applieschange to the numberLong-Term Equity Incentive Plan in fiscal 2018, whereby RSUs will now be granted annually rather than stock options, the Committee elected to make all RSUs granted as part of shares earned as to PRSUsthe annual grant process eligible for whichretirement vesting whereby the performance period has been completed and to the target number of PRSUs awarded as to PRSUs for which the performance period has not yet been completed.Acceleration Upon Retirement, Death or Disability.The vesting of all options accelerates in fullRSUs will fully accelerate upon the voluntary termination of employment of any partner whosatisfies the criteria for “retirement” under the 2005 Key Employee Plan, meaning the partner is at least 55 years old and has a minimum of 10 years of continuous service with Starbucks, unless otherwise provided in the grant agreement. Vesting of all options also accelerates upon death and, beginning with fiscal 2018 awards, options accelerate in cases where a partner is deemed disabled. Beginning with fiscal 2018 awards, RSUs and PRSUs accelerate upon a partner’s death or disability. As a result of the change to the Long-Term Equity Incentive Plan in fiscal 2019, whereby RSUs will now be granted annually rather than stock options, the Committee elected to make all RSUs granted as part of the annual grant process eligible for retirement vesting. Ms. Brewer’s equity award was granted prior to the new features being added in fiscal 2018, so does not qualify for these updated retirement provisions. For PRSUs, acceleration will be based on the number of shares earned when the performance period has been completed and the target number of shares when the performance period has not yet been completed.58 EXECUTIVE COMPENSATION TABLESBasis of Valuation.The following table shows the estimated value that may be realized by each of the NEOs (other than Mr. Johnson) in the event of the following events occurring as of September 30, 2022 (the last business day of fiscal 2022):•Death•Disability•Retirement•Termination without cause•Change in control where equity awards are assumed or substituted Change in control where equity awards are not assumed or substituted•Termination without cause or resignation for good reason in connection with a change in controlBecause Mr. Johnson retired as president and chief executive officer effective April 4, 2022 and remained employed with the Company in a senior advisor role through the end of fiscal 2022, the following table reflects the value that Mr. Johnson actually realized for his PRSUs and RSUs upon his retirement at the end of fiscal 2022, as permitted by Item 402 of Regulation S-K.With respect to PRSUs and RSUs, the table below includes the estimated potential incremental value of additional stock options,PRSUs and RSUs and PRSUs at target that would have vested for our NEOs as of September 27, 201930, 2022 (the last business day of fiscal 2019)2022) under the acceleration scenarios described above.above (or, with respect to Mr. Johnson, the actual incremental value of additional PRSUs and RSUs that vested upon his retirement at the end of fiscal 2022). The table does not include benefits generally available to all partners or payments and benefits that the NEOs would have already earned during their employment with the Company whether or not ana qualifying termination or other acceleration event had occurred. For stock options, the value is based on the difference between the aggregate exercise price of all accelerated optionsAccelerated PRSU and the aggregate market value of the underlying shares as of September 27, 2019, calculated based on the closing market price of our stock on that day ($88.37). Accelerated and PRSU award value at target is calculated by multiplying the number of accelerated shares by the closing market price of our stock on September 27, 201930, 2022 ($88.37)84.26). Of the NEOs, Messrs.Mr. Johnson and Mr. Culver and Ms. Helm satisfied the criteria for “retirement” under the 2005 Key Employee Plan as of September 29, 2019.2023 PROXY STATEMENT 69 EXECUTIVE COMPENSATION TABLESOctober 2, 2022. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different and can only be determined at the time ana qualifying termination or other accelerationevent actually occurs. Factors that could affect these amounts include the time during the year of any such event, the Company’s stock price and the executive’s age.Value of Accelerated Equity Awards ($) Name Change in
Control OnlyChange in Control
Double-TriggerDeath Disability Retirement Kevin R. Johnson — 61,047,883 61,047,883 50,822,239 40,317,735 Patrick J. Grismer — 10,420,563 10,420,563 10,420,563 N/A Rosalind G. Brewer — 22,054,091 17,547,928 9,353,005 N/A John Culver — 23,303,663 23,303,663 18,873,948 18,940,338 Lucy Helm — 13,054,182 13,054,182 11,101,685 10,630,113 Name Type of Award/Plan Death($)Disability($)Retirement($)TerminationwithoutCause($)Change in Controlw/ Assumptionor Substitution($)Change in Controlw/out Assumptionor Substitution($)Termination without
Cause or Resignation
for Good Reason in
connection with
Change in Control
($)Howard Schultz Cash Severance — — N/A — — — — COBRA — — N/A — — — — Outplacement — — N/A — — — — PRSUs and RSUs — — N/A — — — — Laxman Narasimhan(1)Cash Severance — — N/A — — — — COBRA — — N/A — — — — Outplacement — — N/A — — — — PRSUs and RSUs — — N/A — — — — Rachel Ruggeri Cash Severance — — N/A 2,310,002 (2) — — 2,730,003 (3) COBRA — — N/A 26,280 (2) — — 26,280 (3) Outplacement — — N/A 25,000 (2) — — 25,000 (3) PRSUs and RSUs 5,337,535 5,337,335 N/A — — 5,337,535 5,337,535 Michael Conway Cash Severance — — N/A 2,775,002 (2) — — 3,237,503 (3) COBRA — — N/A 35,280 (2) — — 35,280 (3) Outplacement — — N/A 25,000 (2) — — 25,000 (3) PRSUs and RSUs 8,765,989 8,765,989 N/A — — 8,765,989 8,765,989 Kevin R. Johnson Cash Severance — — — — — — 3,100,004 (3) COBRA — — — — — — 26,280 (3) Outplacement — — — — — — 25,000 (3) PRSUs and RSUs — — 33,682,851 — — — 33,682,851 (4) John Culver(5)Cash Severance — — — 3,000,002 (2) — — 3,500,003 (3) COBRA — — — 35,280 (2) — — 35,280 (3) Outplacement — — — 25,000 (2) — — 25,000 (3) PRSUs and RSUs 13,640,179 13,640,179 13,640,175 13,640,179 — 13,640,179 13,640,179 Rachel A. Gonzalez Cash Severance — — N/A 7,576,023 (6) — — — COBRA — — N/A 32,400 (6) — — — Outplacement — — N/A — — — — PRSUs and RSUs — — N/A — — — — (1)Mr. Narasimhan commenced employment with the Company on October 1, 2022, after the last business day of fiscal 2022.(2)Under the Severance and CIC Plan, in the event of a termination of employment by the Company without cause other than during the CIC Period, participants are entitled to receive (i) an amount equal to 1.5x the sum of the participant’s base salary and target annual cash bonus, (ii) a pro-rata portion of the participant’s annual cash bonus for the year of termination based on actual Company performance (assuming 100% achievement of any individual performance targets), (iii) a lump sum cash payment equal to 18 months’ COBRA coverage, and (iv) outplacement services, or at the Company’s discretion, a lump sum up to $25,000 for such services.(3)Under the Severance and CIC Plan, in the event of a termination of employment by the Company without cause or resignation for good reason, in each case, during the CIC Period, the severance payments and benefits participants are entitled to receive upon such a termination are the same as those described in footnote 2 above with respect to a termination without cause outside of the CIC Period, except the multiple for the cash severance payment is 2x (rather than 1.5x) and the pro-rata bonus payment is based on the greater of target and actual Company performance. We have assumed for purposes of this disclosure that the pro-rata bonus payment would be paid at target.(4)Represents the incremental value of additional PRSUs and RSUs that vested upon Mr. Johnson’s retirement at the end of fiscal 2022. Mr. Johnson did not receive any other severance payments or benefits in connection with his retirement.(5)Because Mr. Culver’s employment was not involuntarily terminated until January 2, 2023 (after the end of fiscal 2022), the table shows the estimated value that would be realized by Mr. Culver if each scenario set forth in the table above occurred as of September 30, 2022 (the last business day of fiscal 2022), as required by Item 402 of Regulation S-K. However, the actual amount received by Mr. Culver in connection with his termination of employment on January 2, 2023 was as provided for in his Separation Agreement and Release, which provided for the same severance benefits that Mr. Culver would have received under the Severance and CIC Plan if he was a participant in such plan and terminated by the Company without cause on such date.(6)Represents severance payments and benefits actually paid to Ms. Gonzalez pursuant to her separation agreement in the aggregate amount of $7,608,423, which consists of (i) $2,283,750 in severance, (ii) a prorated bonus of $470,553 for fiscal year 2022, (iii) a $4,801,720 cash payment in recognition of equity grants that were scheduled to vest in 2022 after her separation date and in 2023, (iv) $32,400, representing the cost of COBRA continuation coverage for a period of eighteen months, and (v) $20,000 that could be used for attorneys’ fees related to the negotiation of her separation agreement.70 EXECUTIVE COMPENSATION TABLESCEO PAY RATIOPursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annual total compensation of Mr. JohnsonSchultz to the annual total compensation of our median partner (excluding Mr. Johnson)Schultz). The ratio is a reasonable estimate calculated in a manner consistent with SEC requirements. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable because companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own ratios.Starbucks employs over 340,000385,000 partners in over 15,00017,500 company-operated stores, which impacts the comparability of our ceoCEO pay ratio to the disclosed pay ratios of companies that operate solely under franchised- or licensed-store models. Partners frequently work in flexible, part-time roles, which has the effect of lowering the annual total compensation for our median employee. In addition, Starbucks is a global company, with approximately 130,000140,000 partners outside the U.S. Therefore, the median compensation disclosed below is based on our global workforce and is not designed to capture the median compensation of our U.S. partners.Finally, to attract and retain talent,industry-leadingindustry-leading total rewards offerings differs based on individual circumstances, we have not ascribed a value to healthcare or the other benefits provided to our partners. This allows total compensation of the median partner to represent the median of all partners based on elements of compensation shared generally among our partners worldwide. For more information regarding our total rewards philosophy, please see “Investingthe Investing in Our Partners (Our Total Rewards Philosophy)” section in the Compensation Discussion and AnalysisCD&A of this proxy statement on page 50.We60.Consistent with the methodology utilized for the fiscal 2021 calculation, we identified our median employee from all full-time and part-time temporary and seasonal partners (employees)regardless of status who were on our payroll records as of a determination date of September 29, 2019,October 2, 2022, based on base wages paid during the twelve-month period ending on that date. For permanent partners hired during the twelve-month period, compensation was annualized to reflect a full year of wages. Compensation for international employees was converted to U.S. dollar equivalents applying an average exchange rate for the fiscal year. The fiscal 20192022 annual total compensation for Mr. JohnsonSchultz was $19,241,950,$374,558, as reported in the Summary Compensation Table of this proxy statement. The fiscal 20192022 annual total compensation for our median employee, a part-time barista in Canada,the United States, was $11,489.$12,254, including salary and Bean Stock. The ratio of our ceo’sCEO’s annual total compensation to our median employee’s annual total compensation for fiscal 20192022 is 1,67531 to 1.20202023 PROXY STATEMENT 5971PROPOSAL 3ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATIONAt Starbucks, we live our mission of inspiring and nurturing the human spirit every day through the convening power of coffee. Our visionPursuant to date regarding the healthSection 14A of the environmentExchange Act, we are asking shareholders to vote on whether future advisory votes on executive compensation of the nature reflected in Proposal Number 2 above should occur every year, every two years, or every three years. The Company has been simple: sustainable coffee, served sustainably. Groundedhad annual votes starting with the 2012 annual meeting, following the advisory vote of shareholders in favor of annual “say on pay” votes, which was reaffirmed at the Company’s 2017 annual meeting.While the Company’s executive compensation programs are designed to promote a long-term connection between pay and performance, the board recognizes that executive compensation disclosures are made annually. Holding an annual advisory vote on executive compensation provides the Company with more direct and immediate feedback on our compensation disclosures. We believe that an annual advisory vote on executive compensation is consistent with our practice of seeking input and engaging in dialogue with our shareholders on corporate governance matters (including the Company’s practice of having all directors elected annually and annually providing shareholders the opportunity to ratify the Audit Committee’s selection of independent auditors) and our executive compensation philosophy, policies and practices.Although the vote is non-binding, the board will consider the vote results in determining the frequency of future say-on-pay votes. The Company will announce its decision on the frequency of say-on-pay votes in a history of sustainable leadership as we approach our 50thanniversary in 2021, we look toForm 8-K filed with the future with a heightened sense of urgencySEC no later than 150 days after the Annual Meeting. Notwithstanding the board’s recommendation and conviction that we must challenge ourselves, think bigger, partner with others and do much more to take carethe outcome of the planet we share.Our Company believes that today,shareholder vote, the world needs leadership in sustainability more than ever. We agree with the consensus of scientific experts who note that without drastic action from everyone – governments, companies and all of us as individuals – adapting to the impacts of climate changeboard may in the future will be far more difficult and costly, taking a tolldecide to conduct advisory votes on our supply chains, our business, and more importantly, the lives of everyone involved, including our farmers, suppliers, partners, customers and communities.Therefore, Starbucks is advancing the most ambitious and comprehensive sustainability initiative in our Company’s history. We are committing to pursue a bold, multi-decade aspiration to become resource positive - to give more than we take from our planet. This is an aspiration that we take on, recognizing it will come with challenges and will require transformational change.We know that leadership in sustainability takes commitment, investment, innovation, partnership and time. It took nearly two decades of dedicated effort in partnership with Conservation International to achieve the milestone of sourcing 99% of our coffee ethically through C.A.F.E. Practices. Our environmental footprint research shows that by implementing these standards, we have more than halved what our coffee’s carbon footprint would have been otherwise. Becoming a leader in LEED®-certified stores took partnering with experts at the U.S. Green Building Council and a commitment to bringing sustainable practices to scale. Going further to develop a more comprehensive Greener Stores framework required a dedicated partnershipor less frequent basis and may vary its practice based on factors such as discussions with shareholders and the World Wildlife Fund. We adopted the same approachadoptions of material changes to launch the NextGen Consortium with Closed Loop Partners two years ago to bring industry leaders together to develop a more scalable, sustainable cup.We embrace our failures just as we embrace our success in sustainability: opportunities to learn, adapt and get better. We also make it a practice to share with the world what we learn – for example, through our open-source agronomy, Farmer Support Centers and open industry consortiums. Since 2001, we have published an annual Global Social Impact Report, one of the longest-running and most transparent public reporting commitments of any public company. These annual reports hold us accountable to our goals and aspirations, which constantly evolve with new information, innovation and important lessons from our efforts.
Board Recommendation Coffee Sourcing CommitmentFor more than two decades, Starbucks has partnered with Conservation InternationalThe board of directors recommends a vote to conduct future advisory votes on C.A.F.E Practices, our ethical coffee sourcing program. Today, 99% of our coffee is verified as ethically sourced according to these standards. We are committed to our goals of reaching 100% ethically sourced coffee, working as part of the Sustainable Coffee Challenge to make coffee the world’s first sustainable agricultural product and improving the lives of at least one million people in coffee communities around the world.executive compensation Currently, agronomists in our nine Farmer Support Centers worldwide are supporting coffee farmers to foster better crop quality and higher yields. We are distributing disease-resistant coffee tree varietals to farmers experiencing acute effects of climate change. In our buying practices, we pay premiums for coffee that meets our ethical sourcing standards, and we incentivize continual improvement.In addition, our tea is 95% ethically sourced, verified by third-party organizations including the Ethical Tea Partnership and Rainforest Alliance. We are committed to our goal of reaching 100% ethically sourced tea by the end of 2020.EVERY YEAR.
Planting Coffee TreesThanks to our partners and customers, more than 40 million disease-resistant coffee trees have been donated to coffee farmers to help improve the quality and yields of their harvests. Our goal is to provide 100 million of these coffee trees to farmers by 2025.
Open-Source AgronomyOur Global Agronomy Center at Hacienda Alsacia in Costa Rica and nine Farmer Support Centers provide open-source training and other resources to coffee farmers around the world. Our goal is to train 200,000 coffee farmers by the end of 2020.
Global Farmer Fund and Relief FundsWe have invested nearly $50 million in the Starbucks Global Farmer Fund, which supports coffee farmers in improving the infrastructure on their farms and replacing older coffee trees with new ones. This comes in addition to relief funds, such as the $20 million in relief funds that we provided in 2019 to many of our smallholder coffee farmers in Latin America who experienced the effects of low global coffee prices.
The Starbucks Foundation Origin GrantsWe are supporting women and families in coffee- and tea-growing communities by making donations to The Starbucks Foundation, which has provided approximately $25 million in Origin Grants that focus on strengthening leadership skills and income-generating activities as well as creating healthier homes.60 STARBUCKS APPROACH TO SUSTAINABILITYGREENER RETAIL – CURRENT ACTIVITY:
Greener Cups and PackagingWe are working across our industry through the NextGen Consortium to develop an open-source solution to use a more widely recyclable and compostable cup, and to improve recycling and composting infrastructure. Our goal is to develop 100% compostable and recyclable cups by 2022. We are committed to doubling the recycled content, recyclability and reusability of our cups and packaging by 2022 and eliminating the use of plastic straws globally by the end of 2020.
Greener StoresStarbucks operates more than 1,600 LEED®-certified stores around the world. Now in partnership with the World Wildlife Fund, we are going further with an open-source Greener Stores framework for development and operation. Our goal is to build and operate 10,000 Greener Stores by 2025. This framework focuses on energy efficiency and water stewardship, renewable energy, a healthy store environment, responsible materials, waste diversion and reduction of waste and engagement with our partners.
Greener PowerStarbucks purchases enough renewable energy to power 100% of its company-operated stores in the U.S., Canada and the UK with clean energy. Worldwide, more than three-quarters of Starbucks operations are powered by renewables. Our next step has been not just to buy renewable energy, but to invest in solar and wind farms, which supports access to green power in the communities where we operate.We are now working to source 100% renewable energy for global store operations as well as our global supply chain, headquarters and office locations.
Greener ApronsMore than 17,000 Starbucks partners around the world have enrolled in the Greener Apron sustainability training program through Starbucks Global Academy.It is time for our Company to create an even broader aspiration – work that will require visionary thinking, new ways of working, investment of resource and urgent action.Our multi-decade aspiration is to become resource positive, storing more carbon than we emit, eliminating waste and providing more clean freshwater than we use.By embracing a longer-term economic, equitable and planetary value proposition for our Company, we will create greater value for all stakeholders.Recently, we worked with the World Wildlife Fund and Quantis to quantify the carbon, waste and water footprint of our operations and supply chain across the globe. This was the first time we had conducted that footprint assessment for all three of those areas, globally.These benchmarks provided a clear starting point, which led us to define five environmental strategies that will begin to move us toward a resource-positive future:1.We will expand plant-based options, migrating toward a more environmentally friendly menu.2.72We will shift away from single-use packaging that ends up in landfills.3.We will invest in innovative and regenerative agricultural practices, reforestation, forest conservation and water replenishment in our supply chain.4.We will invest in better ways to manage our waste, both in our stores and in our communities, to ensure more reuse, recycling and elimination of food waste.5.We will innovate to develop more eco-friendly stores, operations, manufacturing and delivery.While we’re confident these five environmental strategies are directionally right, our eyes are wide open knowing that we do not have all the answers or fully understand all the complexities and unintended consequences. We do know that this journey will require new innovations and creative ideas from entrepreneurs, non-profits, our suppliers, our licensees, our partners and our customers. We will also be working in concert with widely accepted science-based target initiatives to help track our progress in conjunction with other companies.As we move forward,we will be transparent in reporting short- and long-term progress against our goals. We are starting by setting threepreliminary targetsfor 2030 that will be the focus of our research and operational plans over this next year:1.A 50% reduction in carbon emissions.2.50% of our water withdrawal for direct operations and coffee production will be conserved or replenished with a focus on communities and basins with high water risk.3.A 50% reduction in waste sent to landfill from stores and manufacturing.On Starbucks 50thanniversary in March 2021, we will formalize our 2030 environmental goals based on what we have learned between now and then. Specifically, this year we will conduct comprehensive market research and trials to better understand consumer behavior and incentives to encourage consumer use of reusable containers. Working in collaboration with experts and advocates, this research will help inform aspirational and attainable reusability goals in various markets and globally by next year.2020 PROXY STATEMENT 61STARBUCKS APPROACH TO SUSTAINABILITYFor all of us as stakeholders, the journey we undertake is not only the right one for Starbucks mission as a responsible corporate citizen of the world but is also fundamental to our brand relevance and, therefore, our overall business results. As such, we remain committed to our long-term, double-digit EPS growth model and will continue to deliver targeted financial results by prioritizing the right investments across our partners, customers and planet in support of our “Growth at Scale” agenda.To further our multi-year, resource positive vision, the Company is taking the following immediate steps in the next year to help inform the establishment of formal 2030 goals in 2021:●Complete and publish a comprehensive environmental quantitative assessment of the carbon, water and waste footprint of Starbucks global operations and supply chain, working with the World Wildlife Fund and Quantis.●Work with the Science Based Targets initiative to ensure Starbucks carbon reduction goal is in line with commitments needed to limit global warming to 1.5 degrees Celsius.●Join Ellen MacArthur’s New Plastics Economy Global Commitment and align with its positive vision of a circular economy for plastics.●Publish annual global social impact report updates on recycling efforts around the world and progress towards increasing recycled content in all our packaging, expanding beyond just hot and cold cups.●Conduct unprecedented and comprehensive market research and trials on consumer use of reusable containers that will inform formal 2030 goals based on consumer behavior.Starbucks partners take pride in the aspiration of “sustainable coffee, served sustainably,” an aspect in line with the progressive benefits and community service that distinguish our Company from others in retail. Our more than 100 million customer occasions each week are also critical to informing and embracing these new ambitions since so much depends on our customers’ choices. Together, along with some of the world’s most respected experts and advocates, we invite you to join us as we begin this new journey with high aspirations.62 PROPOSAL 34 RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent external audit firm retained to audit the Company’s financial statements. As a matter of good corporate governance, the Audit Committee requests that shareholders ratify its selection of Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for fiscal 2020.2023. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during fiscal 20202023 if it determines that such a change would be in the best interests of the Company and our shareholders. In addition to the selection of the firm and in conjunction with the mandated rotation of Deloitte’s lead engagement partner, the Audit Committee and its chair are directly involved in the selection of Deloitte’s lead engagement partner. Deloitte’s fees for its services for fiscal 20192022 and fiscal 20182021 are reported in the table below. The members of the Audit Committee and the board believe that the continued retention of Deloitte to serve as the Company’s independent external auditor is in the best interests of the Company and its investors.shareholders. We expect that representatives of Deloitte will be present at the Annual Meeting, and they will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions by shareholders.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEESThe Audit Committee reviews a description of the scope of services falling within pre-designated fee categories and imposes specific budgetary guidelines. The following table sets forth the aggregate fees from Deloitte, which were in compliance with theour pre-approval policy, for fiscal 20192022 and fiscal 2018:Type of Fees Fiscal 2019
($) Fiscal 2018
($)Audit Fees 8,285,000 8,052,000 Audit-Related Fees 100,000 361,000 Tax Fees 374,000 790,000 All Other Fees 30,000 120,000 Total 8,789,000 9,323,000 Type of Fees Fiscal 2022
($)Fiscal 2021
($)Audit Fees 8,308,000 7,854,000 Audit-Related Fees 6,000 33,000 Tax Fees 67,000 131,000 All Other Fees — — Total 8,381,000 8,018,000 Audit Feesconsist of fees paid to Deloitte for:●the audit of the Company’s annual financial statements included in the Annual Report on Form 10-K and review of financial statements included in the Quarterly Reports on Form 10-Q;●the audit of the Company’s internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; and●services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.•the audit of the Company’s annual financial statements included in the Annual Report on Form 10-K and review of financial statements included in the Quarterly Reports on Form 10-Q;•the audit of the Company’s internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; and•services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.Audit-Related Feesconsist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under Audit Fees. This category includes fees related to audit and attest services not required by statute or regulations, due diligence related to mergers, acquisitions, and investments, and consultations concerning financial accounting and reporting standards.Tax Feesconsist of fees for professional services for tax compliance, tax advice, and tax planning. These services include assistance regarding federal, state, and international tax compliance, return preparation, tax audits, and customs and duties.All Other Feesconsist of fees for permitted services other than those that meet the criteria above. No such fees were incurred in fiscal 2022 and fiscal 2021.The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of Deloitte and has concluded that it is.20202023 PROXY STATEMENT 6373PROPOSAL 34 – RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPOLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Audit Committee is responsible for appointing, setting compensation for, and overseeing Deloitte’s work. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by Deloitte. The policy is available atwww.starbucks.com/about-us/company-information/corporate-governance. The policy provides for the general pre-approval of specific types of services, gives detailed guidance to management as to the specific services that are eligible for general pre-approval, and establishes requirements for annual pre-approval levels and subsequent specific pre-approval requests. The policy requires specific pre-approval of all other permitted services. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the rules of the SEC on auditor independence. The Audit Committee’s charter delegates to its chair the authority to address any requests for pre-approval of services between Audit Committee meetings, and the chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The policy prohibits the Audit Committee from delegating to management the Audit Committee’s responsibility to pre-approve any permitted services.Requests for pre-approval for services that are eligible for general pre-approval must be submitted to our senior vice president and chief accounting officercontroller and be detailed as to the services to be provided and the estimated total cost. The senior vice president and chief accounting officercontroller then determines whether the services requested fall within the detailed guidance of the Audit Committee in the policy as to the services eligible for general pre-approval. Deloitte and management must report to the Audit Committee on a timely basis regarding the services provided by Deloitte in accordance with general pre-approval.AUDIT COMMITTEE REPORTAs part of fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements and related footnotes for the fiscal year ended September 29, 2019October 2, 2022, with management and Deloitte. The Audit Committee also discussed with Deloitte those matters required to be discussed under Public Company Accounting Oversight Board standards including those required by Auditing Standard No. 1031.and the SEC. The Audit Committee has received the written disclosures and the letter from Deloitte required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence and has discussed its independence with Deloitte.Based upon the review and discussions referred to above, the Audit Committee recommended to the board of directors that the audited consolidated financial statements be included in Starbucks Annual Report on Form 10-K (17 CFR 249.310) for the fiscal year ended September 29, 2019October 2, 2022, for filing with the SEC.Respectfully submitted,Mellody Hobson(chair)
Andrew Campion (chair)
Isabel Ge MaheJørgen Vig Knudstorp
Joshua Cooper RamoJavier G. TeruelBoard Recommendation
Board Recommendation The board of directors recommends a voteFORthe ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020.2023.64 PROPOSAL 4SHAREHOLDER PROPOSALREGARDING EEO POLICY RISK REPORTThe National Center for Public Policy Research74 PROPOSALS 5-9SHAREHOLDER PROPOSALSAs discussed more fully in section of this proxy statement captioned “Shareholder Engagement,” Starbucks has notified the Companya history of actively engaging with our shareholders and we believe that it intends to submit the following proposalstrong corporate governance includes year-round engagement. We have a long-standing, robust shareholder outreach program in which we solicit feedback on our corporate governance, executive compensation program, and disclosure practices, as well as environmental and social impact programs and goals. Additionally, shareholder feedback is shared with our board of directors, on an ongoing basis.Proposals 5 through 9 are shareholder proposals that will be voted on at this year’s Annual Meeting. As explained below, our board unanimously recommends that you vote “AGAINST” thisMeeting if properly presented by or on behalf of the shareholder proposal. The National Center for Public Policy Research has indicated that it beneficially owns 84 shares of Starbucks Common Stock. We will provide their address promptly upon a shareholder’s oral or written request. Theproponent. the proponents are responsible for the content of this proposal,their proposals, for which we and our board accept no responsibility.We will promptly provide each shareholder proponent’s name, address, and, to our knowledge, share ownership upon a shareholder’s oral or written request given to our corporate secretary at Starbucks Corporation, 2401 Utah Avenue South, Seattle, Washington 98134.PROPOSAL 5SHAREHOLDER PROPOSAL REGARDING EEO POLICY RISK REPORTResolved, shareholders request that Starbucks Corporation (“Starbucks”) issue ON PLANT-BASED MILK PRICINGRESOLVEDIn light of heightened public concern about the dairy industry’s environmental impact, the growing prevalence of allergies to cow’s milk, and the increasing demand for alternatives to dairy milk, the board is strongly urged to commission a public report detailing the potential risks associated with omitting “viewpoint”examining any costs to Starbucks’ reputation and “ideology” fromany impact on its written equal employment opportunity (EEO) policy.projected sales incurred as a result of its ongoing upcharge on plant-based milk. The report should be available within a reasonable timeframe, prepared at a reasonable expenseaddress the risks and omit proprietary information.Starbucks does not explicitly prohibit discrimination based on viewpoint or ideologyopportunities presented by the shift in its written EEO policy.Starbucks’ lack of a company-wide best practice EEO policy sends mixed signals to company employees and prospective employees and calls into question the extent to which individuals are protected due to inconsistent state policies and the absence of federal protection for partisan activities. Approximately half of Americans live and work in a jurisdiction with no legal protections if their employer takes action against them for their political activities.Companies with inclusive policies are better able to recruit the most talented employees from a broad labor pool, resolve complaints internally to avoid costly litigation or reputational damage, and minimize employee turnover. Moreover, inclusive policies contribute to more efficient human capital management by eliminating the need to maintain different policies in different locations.Individuals with conservative viewpoints may face discrimination at Starbucks as has been seen at other companies with far-left leadership.Companies such as Facebook and Google routinely fire conservative employees when they speak their values. At the 2019 annual meeting of Apple shareholders, an audience member told company CEO Tim Cook about her close friend who works at Apple and lives in fear of retribution every single day because she happens to be a conservative. What she described was the textbook definition of a hostile work environment. Starbucks has also refused requests to increase the viewpoint diversity of its board. This signals to employees that viewpoint discrimination is condoned if not encouraged.Presently shareholders are unable to evaluate how Starbucks prevents discrimination towards employees based on their ideology or viewpoint, mitigates employee concerns of potential discrimination, and ensures a respectful and supportive work atmosphere that bolsters employee performance.Without an inclusive EEO policy, Starbucks may be sacrificing competitive advantages relative to peers while simultaneously increasing company and shareholder exposure to reputational and financial risks.We recommend that the report evaluate riskspublic opinion regarding dairy vs. nondairy options, including, but not limited to, negative effectsthe aforementioned issues. Given the urgency of the matter, the board should summarize and present its findings to shareholders by the end of the third quarter of the current fiscal year. The report should be completed at a reasonable cost and omit proprietary information.SUPPORTING STATEMENTAlthough Starbucks prides itself on employee hiringinnovation, inspiration, and retention,a purpose that “goes beyond profit,” our company has fallen short of its own environmental and “people-positive” aspirations by continuing to impose an upcharge on nondairy milk.U.S. per capita fluid milk consumption has declined with each decade since the 1970s, and this downward trend is expected to continue. In contrast, the nondairy milk market, including oat, coconut, soy, and almond milks, is projected to grow from over $25 billion in 2022 to over $61 billion by 2029. Three major factors are driving the demand for nondairy milk: taste, lactose intolerance, and environmental concerns.Research shows that 82% of people who consume plant-based milk do so because they prefer the taste.While many people prefer nondairy milk over cow’s milk, other individuals can’t tolerate cow’s milk at all: 95% of Asian, 80 to 100% of Native American, 60 to 80% of Black, and 50 to 80% of Latinx populations suffer from lactose intolerance. Nonwhites currently comprise nearly 40% of the U.S. population, and that segment is growing, which means that increasing numbers of Americans may hesitate to visit Starbucks or order drinks that include milk because of our current upcharge on nondairy milk.Approximately 56% of surveyed individuals who choose nondairy milk do so because of environmental concerns. Starbucks has publicly disclosed that dairy milk is the biggest contributor to our company’s carbon footprint and the second-highest contributor to water usage. Cattle, including dairy cows, account for roughly 40% of all greenhouse gas emissions from agriculture; plant-based milks produce less than one-third of CO2 emissions. It takes 144 gallons of water to produce just 1 gallon of dairy milk; nondairy milks require up to 90% less water.Starbucks has committed to increasing plant-based options as well as litigation risks from conflicting statea way of investing in an environmentally friendly menu. It is reasonable for shareholders to request an analysis of the potential costs to our company of the current upcharge on nondairy milk with regard to public relations and company anti-discrimination policies.BOARD RECOMMENDATIONThe Starbucks board of directors recommends that shareholders vote AGAINST this proposal for the following reasons:Since our founding in 1971, Starbucks has set outis committed to be a different kindresource-positive future and to expanding Starbucks plant-based and plant-forward menu items globally is one of company, one that puts people first: our partners,the ways we are pursuing this goal. Our aim is to provide our customers with a variety of food and our communities. Our Mission and Values comebeverage choices in addition to life in the promotion of equitable, diverse and inclusive cultures: in our workplace, our communities and in our stores, a “third place” where everyone is welcomesustainable dairy, and we can gather, as a community,have collaborated with plant-based innovators so that today nearly all stores across our markets offer plant-based food and beverage menu items. We continue to share great coffeeintroduce new drinks and deepen human connection. A diversefood items to menus while innovating with plant-based ingredients across key platforms like espresso, cold brew, refreshers, and inclusive environment is critical for how Starbucks does business. Embracing diversity encourages innovation and allows usfood to succeed and grow. Accordingly, we seek diversity in all forms in all areasmeet growing customer demand globally. Since the beginning of our business, from our partners to our board of directors.We2022 fiscal year, we have a publicly available Equal Employment Opportunity Policy, which provides that all partners and applicants will be treated fairly, without regard to race, color, religion, sex, national origin, age, disability, sexual orientation, marital status, veteran status, gender identity and expression, genetic information, or any other basis protected by local, state or federal law. This policy applies with regard to all aspects of one’s employment,launched three new beverage innovations featuring plant-based milk, including hiring, transfer, promotion, compensation, eligibility for benefits and termination. Failure to comply with this policy will result in disciplinary action, up to and including termination of employment. Our robust policy reflects our broad cultural commitment to create a welcoming environment for everyone.2020 PROXY STATEMENT 65PROPOSAL 4 – SHAREHOLDER PROPOSAL REGARDING EEO POLICY RISK REPORTAsthe Iced Sugar Cookie Almond Milk Latte offered as part of our commitmentholiday 2022 menu.Our recent plant-based beverage innovations build on our demonstrated track record of providing customers with more choices. We began offering plant-based milk to evaluatecustomers in the U.S. in 1997 when we added soymilk to menus. As non-dairy beverages grew in popularity, we added coconut milk in 2015, almond milk in 2016, and expanded to offer oat milk nationally in 2021. We continue to innovate to expand plant-based menus and use technology to support greater adoption for plant-based options. In April 2021, in partnership with Arizona State University, we announced the ASU-Starbucks Center for the Future of People and the Planet, which focuses on initiatives aimed to deliver scalable impact towards our effortsaspirational sustainability goals for 2030 and beyond. To empower customers and to promote equity, diversityenvironmental practices, the Center is exploring2023 PROXY STATEMENT 75 SHAREHOLDER PROPOSALSalternative menu items, including a variety of plant-based protein sources and inclusion, we publishedother offerings. The Center is also developing tools and training to improve environmental impacts and opportunities for current and new products.Customers can customize any beverage on the menu with a variety of plant-based milk options, including soymilk, coconut milk, almond milk, and oat milk. As with other beverage customizations, the price for plant-based milk customization varies by market and depends on a mix of considerations. In some geographies, market conditions allow us to price plant-based milk more closely to dairy milk than in others. For instance, there is currently no additional charge for customizing beverages with plant-based milk in our Civil Rights AssessmentCompany-operated markets in January 2019, conducted by Covington & Burling LLP. Covington determined that our policies and procedures were consistent with our Mission and Values and were well designed and implemented to promote equity, diversity and inclusion. This work reflects our larger philosophy that, as a company, we want to welcome all perspectives and viewpoints, for the years to come.In May 2018, we closed more than 8,000 company-owned storesUnited Kingdom or Japan or licensed markets in France, Belgium, the Netherlands, or Luxembourg. Even in the United States, adding a splash of any plant-based milk to conduct racial-bias education geared toward preventing discrimination inBrewed Coffee, Iced Coffee, Cold Brew, and Americano beverages is offered to our stores.customers free of charge.In addition to our efforts to increase plant-based offerings, Starbucks has innovated and worked with others to source high-quality dairy, responsibly and sustainably. In 2021, Starbucks launched its first on-farm pilot through U.S. Dairy Net Zero Initiative with Alliance Dairy to explore technologies related to renewable and organic fertilizer and water reuse. Starbucks also works with Agolin to improve feed efficiency and reduce enteric methane and is also collaborating with The training was providedNature Conservancy to nearly 175,000 partnershelp refine and scale our approach to sustainable dairy and environmental stewardship.Starbucks has become part of the onboarding process for new partners. In January 2019, we published our principles on upholding the third place. This public statement describes the key principles and responsibilities, including our position on discrimination, that will continuelong been committed to guide Starbucks as we hold ourselves accountable to them.To encourage more meaningful conversations on this topic, leaders at Starbucks reached out to the experts at Arizona State University to create a curriculum to address bias through understanding the human experience – the To Be Welcoming curriculum, which is available to all Starbucks partnersresource-positive future and to expanding our general public. This 15-course-curriculum addresses consciousmarket for, and unconscious bias toward groups that have been marginalized at both the individual and systemic level. This academic and research-based curriculum is intended to help people navigate ways to engage with difficult topics,price of, our plant-based menu items, including race, gender, religion, political culture, disabilities, sexuality, nationality and age.The To Be Welcoming course module “Welcoming Dialogue on Political Culture Bias” was developed by subject matter experts representingplant-based milk customizations. Commissioning a broad range of political perspectives and draws from industry-leading research on topics related to bias and empathy, current events and from the broad fields of sociology, law, psychology, justice studies, cultural studies, ethnic studies, political science and communication. For the video panel discussions, the group brought together expertsseparate report on the topic to engage in meaningful conversations with each other, with the goal of illustrating how to discuss these topics in a respectful, thoughtful manner.As partimpact of our commitment to foster an internal culture of equity and inclusion, we recently created a senior leadership position focused on diversity and inclusion and hired Nzinga Shaw as our global chief inclusion and diversity officer in November 2019. Ms. Shaw led diversity and inclusion at the National Basketball Association’s (“NBA”) Atlanta Hawks since December 2014 until she joined Starbucks. As the first Chief Diversity and Inclusion Officer in NBA history, Ms. Shaw was responsible for ensuring a culture of accountability and outcomes for employees, fans, customers, and community partners. At Starbucks, Ms. Shaw will be charged with building thepricing strategy for how we integrate inclusive and equitable practices in our hiring, development, leadership and compensation practices across all functions. In addition, she will lead the strategy for our partner networks and support their important work in driving community and impact.Our board of directors values diversity when it seeks and evaluates board candidates, with the goal of bringing to the Company a variety of perspectives, backgrounds and skills relevant to our global business activities, strengthening our ability to navigate prevailing and potential business conditions and enhancing the board’s ability to provide oversight and insight (see our Director Nominations Policy). As more fully described in this proxy statement in the section entitled “Our Director Nominations Process” (pages 31 to 32), our Nominating/Governance Committee strongly believes each candidate should contribute to our board’s overall diversity, with the concept of diversity being broadly construed. In reviewing the board’s composition, the Nominating/Governance Committee reviews the skills and experiences of the board as a whole, and of individual directors, to assess the effectiveness of its goal of achieving a diverse board.We believe that conducting business ethically and striving to do the right thing are vital to the success of the Company. Starbucks Ethics & Compliance team supports our Mission and Values and helps protect our culture and our brand equity by fostering a culture that is committed to ethical leadership and conducting business with integrity by providingplant-based milk customizations would divert resources that help partners make ethical decisions at work.We do this by advising and enabling leaders to drive ethical business practices, partnering with the business to ensure effective legal risk management and encouraging partners to speak up if they have questions or concerns. We provide partners with a confidential helpline for reporting any behaviors or asking any questions regarding our legal and ethical standards, as part of our comprehensive ethics and compliance program. For the 12th year in a row, Starbucks has been recognized as one of the World’s Most Ethical Companies®by the Ethisphere Institute.Consistent with Starbucks Mission and Values, we celebrate diversity and are committed to creating an inclusive environment for all partners. Givenfrom our ongoing efforts to supportexpand plant-based options for our customers, a welcoming environment at Starbucks, our board of directors believesgoal that issuing a public report detailingwe hope the potential risks associated with omitting “viewpoint” and “ideology” from our written equal employment opportunity policy, as contemplated by this proposal, is unnecessary and not beneficial to our shareholders. Therefore, ourproponent shares.The board of directors recommends that our shareholders vote against this proposal.Board Recommendation
Board Recommendation 
The board of directors recommends a voteAGAINSTthis proposal.66 76 SHAREHOLDER PROPOSALSPROPOSAL 6SHAREHOLDER PROPOSAL REGARDING CEO SUCCESSION PLANNING POLICY AMENDMENTRESOLVEDTableShareholders request the Starbucks Board of ContentsDirectors (the “Board”) initiate the appropriate process to amend the Corporate Governance Principles and Practices for the Board of Directors to expand upon the CEO succession planning policy to include the following components:•development and annual evaluation of position qualifications to reflect Starbucks business strategy;•procedures to identify and develop internal candidates;•a formal assessment process to annually evaluate the progress of internal candidates;•requirements that succession planning begin at least three years before an expected transition and emergency succession planning is ongoing; and•standards and metrics to annual evaluate the performance of the succession planning process.SUPPORTING STATEMENTRecent events highlight the need for a more robust succession planning policy at Starbucks. In April 2022, former CEO Kevin Johnson retired and Howard Schultz returned as Interim CEO while the Board searched for a permanent replacement. In explaining Starbucks’ external search, Schultz told a reporter, “For the future of the company, we need a domain of experience and expertise in a number of disciplines that we don’t have now.”1 While there may be circumstances where an external candidate is the best choice, not having any viable internal candidates is evidence of the Board’s weak succession planning.Reportedly, the Board was notified of Johnson’s pending retirement at least one year in advance. Poor succession planning resulted in Starbucks losing a critical component of a smooth transition: business continuity. Rather than Johnson playing a large role in the onboarding of a successor, Laxman Narasimhan spent months shadowing Schultz who was retired for five years before his recent return. Adding to the bumpy transition, Schultz launched a “Reinvention Plan” that included changes to Starbucks strategy and leadership structure prior to Narasimhan’s start.2An effective succession planning process includes the regular evaluation of skills and competencies needed in a successor, identification of promising internal candidates, and a talent development strategy. A dynamic policy would better equip Starbucks for an emergency or planned succession with capable internal candidates and a candidate profile to expedite an external search. Developing a robust leadership pipeline has a myriad of benefits including retained institutional knowledge and increased employee morale and retention. The current policy is lacking, and we fear the Board is overly reliant on Schultz, as this was his second return.Research suggests that poorly planned successions and external successors negatively impact financial performance. A 2006 study found that delays in hiring a successor and recruiting externally decreased subsequent financial performance.3 Research published in the Harvard Business Review in 2021 suggests that CEOs hired internally could perform better than external hires 61% of the time.4 A 2001 study found that hiring externally following a CEO retirement precipitated a nearly 6% drop in performance.5 Given these risks, Starbucks would benefit from a robust succession planning policy that produces viable internal candidates going forward._____________1 https://www.wsj.com/articles/howard-schultz-says-starbucks-is-seeking-fresh-blood-in-ceo-search-1165448806022 https://www.restaurantdive.com/news/Starbucks-eliminates-COO-role/630060/; https://investor.starbucks.com/press-releases/financial-releases/press-release-details/2022/Starbucks-Enters-New-Era-of-Growth-Driven-by-an-Unparalleled-Reinvention-Plan/default.aspx3 https://www.researchgate.net/publication/287508898_Deaths_of_CEOs_Are_delays_in_naming_successors_and_insideroutsider_succession_associated_with_subsequent_firm_performance4 https://hbr.org/2021/05/the-high-cost-of-poor-succession-planning5 https://sloanreview.mit.edu/article/leadership-the-performance-impact-of-new-ceos/BOARD RECOMMENDATIONThe Starbucks board of directors recommends that shareholders vote AGAINST this proposal for the following reasons:Our Nominating and Corporate Governance Committee of our board of directors reviewed proponent’s proposal and directed our general counsel and our corporate secretary to propose revisions to our Corporate Governance Principles and Practices for the Board of Directors (our “Governance Principles”) that would consider suggestions made in the proposal. After consulting with outside counsel, they recommended the following changes to the section on succession planning contained in our Governance Principles (deleted language is shown as struck-through; new language is underlined):Succession Planning.A primary responsibility of the Board is planning for chief executive officer succession. The Chair of the Nominating and Corporate Governance Committee, together with the Chair of the Board (or, if the Chair of the Board is not independent, the lead independent director), the Chair of the Compensation and Management Development Committee and the chief executive officer, will(collectively, the “succession planning team”) will annually evaluate and update as appropriate the skills, experience and attributes that the Board believes are important to be an effective chief executive officer in light of the Company’s business strategy. The succession planning team will also annually review with the Board, the Company’s chief executive officer succession planning with the Boardprocess, including the identification, development and progress of internal2023 PROXY STATEMENT 77 SHAREHOLDER PROPOSALScandidates, and how candidates have been assessed. Chief executive officer succession planning should be an ongoing process, with the goal of providing sufficient lead time before an expected transition while also being prepared for and responsive to unexpected developments. Pursuant to its charter, the Compensation and Management Development Committee has general oversight responsibility for management development and succession planning practices and strategy.These changes substantially incorporate the suggestions made by the proponent. However, after consultation with outside counsel and benchmarking against publicly available, peer-company statements on succession planning, we determined that both anticipated and emergency succession planning should be an ongoing process rather than being artificially constrained by the three-year runway mandated by the proposal.Our Nominating and Corporate Governance Committee recommended that the above changes to our Governance Principles be approved by our board of directors. The board of directors adopted these changes on December 23, 2022. The board of directors appreciated the proponent’s insightful contribution to our robust Governance Principles, but having already substantially implemented key elements of the proponent’s proposal, the board of directors recommends that our shareholders vote against this proposalThe board of directors recommends that our shareholders vote against this proposal.78 SHAREHOLDER PROPOSALSPROPOSAL 7SHAREHOLDER PROPOSAL REGARDING ANNUAL REPORT ON COMPANY OPERATIONS IN CHINARESOLVEDShareholders request that, beginning in 2023, Starbucks Corporation report annually to shareholders on the nature and extent to which corporate operations depend on, and are vulnerable to, Communist China, which is a serial human rights violator, a geopolitical threat, and an adversary to the United States. The report should exclude confidential business information but provide shareholders with a sense of the Company's reliance on activities conducted within, and under control of, the Communist Chinese government.SUPPORTING STATEMENTAmerican companies doing business in Communist China is a controversial public policy issue. See, e.g., "Doing business in China is difficult. A clash over human rights is making it harder," April 2, 2021, https://www .cnn.com/2021/04/02/business/nike-china-western-business-intJ-hnk/index.html.Starbucks has 5,400 stores in over 200 cities across China, and relies on raw materials, finished products, labor and/or services from entities in the communist nation. China is an established serial violator of human and political rights.•China is also a hostile adversary of the U.S. for many reasons, including:•China intends to displace the U.S. as the lone global superpower by 2049;•The U.S. has committed to defend Taiwan, which China has militaristically asserted is part of its country and may attempt to seize by force;•U.S.-China relations are tense over a number of issues including China's military expansion; egregious human rights violations; actions related to the COVID pandemic; intellectual property theft; relentless espionage; elimination of freedom in Hong Kong; and environmental pollution.China has also indicated that it would use its industrial capabilities for strategic purposes against adversaries.Many Chinese companies - which are ultimately under the control of the Communist government-are vulnerable to the U.S. Holding Foreign Companies Accountable Act, do not adhere to basic auditing standards, and are therefore untrustworthy.China - and by extension the companies it controls - is also identified in the U.S. State Department's 2022 Trafficking in Persons Report as a state sponsor of human trafficking. It is now subject to the Uyghur Forced labor Prevention Act, which imposes strict verification of parts and products imported from China, that they are not generated from slave labor.Starbucks's extensive ties to China breed reputational risk for the company also. For example, while the company funds groups that promote the interests of homosexual and transgender individuals, the Communist government persistently and vigorously cracks down on those forms of identity within its borders.A July 2022 joint statement from the leaders of the British and American domestic intelligence agencies warned that the Communist Chinese Party is the greatest threat to the international order. "We consistently see that it's the Chinese government that poses the biggest long-term threat to our economic and national security, and by ' our,' I mean both of our nations, along with our allies in Europe and elsewhere," said FBI Director Christopher Wray.Given the controversial, if not dangerous, nature of doing business in and with China, shareholders have the right to know the extent to which Starbucks Corporation's business operations depend on Communist China.BOARD RECOMMENDATIONThe Starbucks board of directors recommends that shareholders vote AGAINST this proposal for the following reasons:We do not believe that the requested report on “the nature and extent to which corporate operations depend on, and are vulnerable to, “Communist China” would benefit Starbucks shareholders. Starbucks is a reporting company for purposes of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) and, as such, is already subject to comprehensive and ongoing disclosure requirements to its shareholders. Those requirements include informing Starbucks shareholders about operations in China to the extent they are material, including informing our shareholders about risks that have the potential to be material to our business.U.S. securities laws are grounded in the idea that publicly traded companies have an obligation to disclose material information to shareholders. Generally, those disclosure obligations begin under the Securities Act of 1933, as amended (the “Securities Act”), with a company’s initial public offering, and continue under the Securities Exchange Act so long as a company has shares listed on a U.S. securities exchange, which, in Starbucks case, is Nasdaq. We primarily fulfill our ongoing disclosure obligations through proxy statements such as this one, our annual reports on form 10-K, our quarterly reports on form 10-Q, and periodic reports on form 8-K. Securities and Exchange Commission (“SEC”) regulations require us to include in our filings information about material factors that make an investment in Starbucks speculative or risky, and we have a well-developed process for identifying and disclosing those risks. Our most recent annual report on form 10-K, which we filed on November 18, 2022, includes disclosure regarding our operations in China to the extent that they are material to Starbucks, including the number of Starbucks stores in China, net revenues derived from China, and trends in store sales in China. Additionally, our form 10-K includes disclosure of numerous risk factors with respect to our operations in China, including with respect to macroeconomic conditions, the COVID-19 pandemic, US-China relations, and governmental regulations.Starbucks also has as an enterprise risk management program (ERM) program—overseen by the Audit and Compliance Committee—designed to identify critical risks to our business operations throughout the world. In its charter, the Audit and Compliance Committee is specifically charged with2023 PROXY STATEMENT 79 SHAREHOLDER PROPOSALSperiodically reviewing and discussing with management major and emerging risk exposures, the steps taken to monitor and control such exposures, and risk assessment and risk management policies, which includes regular discussion of China. The committee regularly reports to the full board of directors on the substance of such reviews and discussions.In addition, our Global Human Rights Statement affirms Starbucks commitment to respecting the human rights of individuals and communities impacted by our operations and products, and to respecting the principles of the UN Guiding Principles on Business and Human Rights; UN Global Compact; OECD Guidelines for Multinational Enterprises; International Bill of Rights; ILO Core Labor Standards; Women’s Empowerment Principles; Children’s Rights and Business Principles; and Framework Principles on Human Rights and the Environment. Our Global Environmental & Social Impact Report also discusses our progress against these commitments.Given Starbucks existing disclosure obligations, the disclosures that we already make in our public reporting, and the ERM program and the oversight of that program by the Audit and Compliance Committee of our Board, we do not believe a separate report as proposed by NLPC is beneficial to, or in the best interest of, our shareholders.The board of directors recommends that our shareholders vote against this proposal.Board Recommendation The board of directors recommends a vote AGAINSTthis proposal.80 SHAREHOLDER PROPOSALSPROPOSAL 8SHAREHOLDER PROPOSAL REGARDING ASSESSMENT OF WORKER RIGHTS COMMITMENTSRESOLVEDShareholders urge the Board of Directors to commission and oversee an independent, third-party assessment of Starbucks’ adherence to its stated commitment to workers’ freedom of association and collective bargaining rights as contained in the International Labour Organization’s Core Labor Standards and as explicitly referenced in the company’s Global Human Rights Statement. The assessment should apply to Starbucks’ direct and licensed operations and address management non-interference when employees exercise their right to form or join a trade union, as well as any steps to remedy practices inconsistent with Starbucks’ stated commitments. The assessment, prepared at reasonable cost and omitting legally privileged, confidential, or proprietary information, should be publicly disclosed on its website.SUPPORTING STATEMENTStarbucks made a global commitment to freedom of association, including non-interference, and collective bargaining rights in its Global Human Rights Statement. According to the International Labour Organization, “Freedom of association refers to the right of workers ... to create and join organizations of their choice freely and without fear of reprisal or interference” and collective bargaining “allows workers to negotiate their working conditions freely with their employers.”In the U.S., many workers allege that Starbucks has interfered with these rights, including retaliation, intimidation, firings, captive audience meetings, store closings, undue surveillance, and illegally excluding unionized employees from wage and benefit increases—generating negative media coverage.1 Workers at hundreds of stores have voted to unionize, and regional offices of the National Labor Relations Board, after finding merit to hundreds of allegations of labor rights violations, have issued at least 20 complaints against Starbucks.2In August 2022, a U.S. judge ordered Starbucks to reinstate seven Memphis, Tennessee employees who were allegedly fired for supporting an organizing campaign.3 Also in August, the labor board requested that Howard Schultz read a notice to all employees informing them that some had been unlawfully denied benefits and pay increases.4We believe the apparent misalignment between Starbucks’ public commitments and its reported conduct represents material reputational, legal, and operational risks and may impact its long-term value. As Starbucks’ 2021 10-K states “our responses to any organizing efforts could negatively impact how our brand is perceived and have adverse effects on our business, including on our financial results.” Failing to respect workers’ rights could harm Starbucks’ reputation with consumers and hurt its ability to attract and retain a high-performing workforce, a crucial element of its ability to provide quality products and service. Research shows that union membership may have a positive effect on retention, in some cases, reducing resignations by as much as 65%.5 Studies show companies spend approximately 20% of an employee’s salary to replace them.6Greater transparency on these issues could help address concerns about associated risks, and enable investors to perform human rights due diligence and assess Starbucks’ adherence to its human rights commitments._____________1 https://www.theguardian.com/business/2022/jul/04/new-york-starbucks-closed-union-drive; https://www.nytimes.com/2022/08/25/business/economy/starbucks-union-howard-schultz-nlrb.html2 https://www.reuters.com/business/retail-consumer/starbucks-alleges-labor-board-misconduct-union-elections-us-cafes-2022-08-15; https://www.law360.com/employment-authority/starbucks-tracker; https://www.cnbc.com/2022/05/06/starbucks-accused-of-more-than-200-labor-violations-in-nlrb-complaint.html; https://www.pbs.org/newshour/economy/labor-board-files-complaint-against-starbucks-for-withholding-raises-from-unionized-stores;https://www.nlrb.gov/about-nlrb/what-we-do/investigate-charges3 https://www.reuters.com/business/retail-consumer/starbucks-ordered-reinstate-workers-fired-amid-union-campaign-2022-08-18/4 https://www.nytimes.com/2022/08/25/business/economy/starbucks-union-howard-schultz-nlrb.html5 https://www.researchgate.net/publication/226530917_The_Impact_of_Union_Membership_on_Intent_to_Leave_Additional_Evidence_on_the_Voice_Face_of_Unions6 https://www.americanprogress.org/article/there-are-significant-business-costs-to-replacing-employees/BOARD RECOMMENDATIONThe Starbucks board of directors recommends that shareholders vote AGAINST this proposal for the following reasons:At Starbucks, our purpose goes far beyond profit. We believe Starbucks can, and should, have a positive impact on the communities we serve and that our employees—our partners—are at the heart of the Starbucks experience. As a board, it is our responsibility to ensure that Starbucks business and affairs are managed to meet Starbucks stated goals and objectives and that long-term interests of shareholder are served. Part of that responsibility includes working with management and our partners to invest in our partners health, well-being, and success and to create a culture of belonging that is centered around putting our partners first and where everyone is welcome.We are proud of our investments in our Starbucks partners:• We provide the highest-rated benefits in the country for full- and part-time hourly workers (including medical coverage and stock benefits).• We offer competitive pay – with a minimum of $15/hour and average pay across our company-owned U.S. stores that is nearing $17.50/hour.• Since 1991, our Bean Stock program has provided our partners the opportunity to share in the financial success of the company through shares of our stock—it's the reason our employees are called partners.2023 PROXY STATEMENT 81 SHAREHOLDER PROPOSALS• We are broadening health insurance options, providing 100% upfront tuition coverage for college tuition through the Starbucks College Achievement Plan with Arizona State University, providing mental health services at no cost, and recently introduced a new suite of financial well-being benefits for our U.S. partners.• To make our partners’ days run more smoothly, we’re improving the way our ‘behind the bar’ space is organized so it’s easier to navigate during busy times, creating easy processes for partners to sign up for and trade shifts to fit their schedules, and working to improve staffing at busy stores.Starbucks partners’ voices and concerns are top priority for both management and this board—we are listening. We continue to believe that, together with our partners, we can build a company defined by dignity and respect for each other and our planet. We are united in the shared purpose of uplifting the partner experience today and for years to come.On November 17, 2020, Kevin Johnson, our then chief executive officer, issued our Global Human Rights Statement. Our Global Human Rights Statement is an extension of our mission: to inspire and nurture the human spirit – one person, one cup and one neighborhood at a time. In the Global Human Rights statement, we reiterated the following:We respect the human rights of individuals and communities impacted by our operations and products, and we commit to respect the principles of the: UN Guiding Principles on Business and Human Rights; UN Global Compact; OECD Guidelines for Multinational Enterprises; International Bill of Rights; ILO Core Labor Standards; Women’s Empowerment Principles; Children’s Rights and Business Principles, and Framework Principles on Human Rights and the Environment.We further stated that:We adhere to ILO Core Labor Standards, including the rights to non-discrimination, equal pay for equal work, freedom of association, participation in collective bargaining and just and favorable conditions of work, such as ensuring the health and safety of our Partners.We, as a board, fully supported the issuance of the Global Human Rights Statement. Our Global Human Rights Statement was established within the framework of the United Nations Guiding Principles on Business and Human Rights and reflects Starbucks commitment to respect human rights, and we diligently exercise our obligation to ensure that Starbucks fulfills that commitment to respect human rights. Human rights in the UN Guiding Principles on Business and Human Rights include the U.N. Universal Declaration on Human Rights as well as the 1998 International Labour Organization Fundamental Principles and Rights at Work (referred to as the “1998 Declaration”). The 1998 Declaration includes the principle of freedom of association and the right to collective bargaining, among other fundamental labor rights. These principles, as they are defined at the international level, are highly nuanced and manifest themselves through the application of a nation’s laws. U.S. labor law conforms to these principles; specifically, U.S. labor law reflects the principle that workers have the right to select a representative of their own choosing and, implicit in that principle, is the right of workers to choose not to be represented by a labor organization. Moreover, a cornerstone principle of U.S. labor law provides that all parties, including employers, have the right to freedom of expression and opinion in connection with union organizing efforts, provided there is no interference with this fundamental right. The ILO’s Committee on Freedom of Association has confirmed that employers enjoy such a right.Starbucks contends that it complies with U.S. law with respect to freedom of association and the right to collective bargaining. It should be noted that the current General Counsel of the National Labor Relations Board has taken policy measures to expand and enhance U.S. law beyond previously established precedent. This policy shift has coincided with efforts of some Starbucks partners to seek union representation, which commenced in Buffalo, New York and has extended elsewhere in the country, impacting approximately 3% of Starbucks stores. Throughout this process, Starbucks has endeavored to comply with the law and we are committed to ensuring that it continue to do so. To the extent claims have been brought against Starbucks for violation of labor laws, the company has committed to defend itself where it believes the allegations are unfounded. To date, Starbucks has not been found to have violated the law as part of any enforced Order of the National Labor Relations Board.Starbucks believes that the General Counsel of the National Labor Relations Board is pursuing the company as though the federal agency were an agent of the union, and that the agency’s behavior towards Starbucks is highly biased and inappropriate. For example, the NLRB pursued injunctive relief in Federal Court in Arizona that the court denied, concluding that the NLRB did not have a likelihood of success on the merits, in part, because the NLRB premised its filing on testimony that was later found to be untrue. Likewise, an NLRB administrative law judge recently issued a decision in which the complaint filed by the NLRB General Counsel against Starbucks was dismissed. One NLRB official has reported to the agency’s Inspector General that the agency’s handling of Starbucks representation elections has been done in a way that is biased in favor of supporters of the union. This is contrary to the law, which confers upon employees the right to form, join, or assist a labor organization, or to refrain from doing so. The NLRB Inspector General has publicly announced his investigation into these reports.Moreover, where partners have selected a labor organization as their exclusive representative, Starbucks has committed to comply with the law and the rights of its partners to engage in collective bargaining.While we do not believe or agree that the independent, third-party assessment advanced by the proponent is necessary or in the best interest of Starbucks, its shareholders, or its partners, we recognize that Starbucks commitment to respect human rights within the framework of the United Nations Guiding Principles on Business and Human Rights comes with the corresponding expectation that the company undertake human rights due diligence. Starbucks has commenced efforts to conduct a human rights impact assessment as a process to identify, assess, and address the company’s most salient human rights impacts across the value chain. In developing the scope for the Starbucks human rights impact assessment, the company expects to prioritize salient human rights for deeper level review. To that end, labor rights principles outlined in the 1998 Declaration, including the principles of freedom of association and the right to collective bargaining, will be included in that process. As part of Starbucks commitment to transparency with respect to our global social and environmental impacts, we expect to make available the results of Starbucks human rights impact assessment to shareholders, stakeholders, and other interested parties. Recognizing that care must be taken when reporting on matters that are in active litigation because of privilege concerns, and recognizing that the proponents’ proposal acknowledges that reality,82 SHAREHOLDER PROPOSALSStarbucks expects to give due consideration to inclusion of labor rights where practicable and where such reporting does not adversely impact the company’s litigation position.The board of directors recommends that our shareholders vote against this proposal.Board Recommendation The board of directors recommends a vote AGAINSTthis proposal.2023 PROXY STATEMENT 83 SHAREHOLDER PROPOSALSPROPOSAL 9SHAREHOLDER PROPOSAL REGARDING CREATION OF BOARD COMMITTEE ON CORPORATE SUSTAINABILITYRESOLVEDShareholders of Starbucks request that the Board of Directors create a board committee on corporate sustainability to oversee and review the impact of the company's policy positions and advocacy on matters relating to the company's ongoing growth and sustainability. The company shall issue a public report on the committee's findings by the end of 2023.SUPPORTING STATEMENTThis summer, Starbucks announced it would be closing 16 stores due to safety concerns.1 "We've had to make the difficult decision to close some locations that have a particularly high volume of challenging incidents that make it unsafe for us to operate," a spokesman told reporters.2 Signaling that the July 2022 closures were "just the beginning," CEO Howard Schultz has forecast that ''there are going to be many more. "3Indeed, store managers have complained of assaults, theft, and drug use in stores, while employees have recounted horror stories from store bathrooms, such as having to regularly clean up blood and needles, and seeing individuals overdose and need to be revived with Narcan.4 In no other multi-billion-dollar company would such scenes be acceptable, yet in many Starbucks locations across the country, it has become the norm.The Board must stop and ask itself, "How did this happen?"Starbucks leadership has embraced woke business practices and company policies that fail to protect its staff and its patrons.5 In response to an alleged racially discriminatory incident involving Starbucks employees at one of its Philadelphia stores in 2018, Starbucks closed all of its stores nationwide for "racial-bias education."6 This training was led by left-leaning organizations and individuals, including the former head of the Justice Department under President Obama.7But Starbucks didn't stop there. It subsequently instituted sweeping policy changes by introducing a "third place policy" that invited non-customers to enjoy using Starbucks facilities, including its bathrooms, despite not making a single purchase.8 In doing so, Starbucks invited the exact behavior that it now laments as the cause of its store closures. Worse yet, the company flat out ignored an independent academic study that found that Starbucks' open bathroom policy was hurting its bottom-line.9Changing company policy to now permit individual stores to make their own decisions as to whether to have an open bathroom policy is an important first step in addressing the decisions that led to the safety concerns experienced in the first place, but it is just that, a first step.10 Reflecting upon the company's policy positions and advocacy decisions-and assessing how they have contributed to its need to close stores due to safety issues - is therefore necessary to keep additional stores from closing and to protect shareholders._____________1 https://stories.starbucks.com/stories/2022/message-to-starbucks-partners-safety-in-our-stores/;
https://www.cnbc.com/2022/07 /14/starbucks-is-set-to-close-these-16-us-stores-over-safety-concems.html;
https://nypost.com/2022/07/12/starbucks-to-close-16-us-stores-over-crime-rampant-drug-use/2 https://www.cnbc.com/2022/07/14/starbucks-is-set-to-close-these-16-us-stores-over-safety-concems.html3 https://twitter.com/thehoffather/status/1547308330929963008;
https://www .cbsnews.com/boston/news/starbucks-store-closings-safety/;
https://www.businessinsider.com/starbucks-ceo-howard-schultz-says-more-store-closures-are-coming-2022-74 https://nypost.com/2022/07 /12/starbucks-to-close-16-us-stores-over-crime-rampant-drug-use/;
https://www.businessinsider.com/starbucks-closing-stores-for-safety-worker-perspectives-2022-75 https://nypost.com/2022/07/23/starbucks-ceo-howard-schultz-is-paying-for-going-woke/6 https://stories.starbucks.com/press/2018/starbucks-to-close-stores-nationwide-for-racial-bias-education-may-29/7 Id.8 https://nypost.com/2018/05/10/starbucks-solution-to-race-issues-opening-bathrooms-to-all/;
https://www.pbs.org/newshour/nation/starbucks-changes-bathroom-policy-following-racial-firestorm;
https://stories.starbucks.com/press/2020/use-of-the-third-place-policy/:
https://www.eater.com/2018/5/21/l7375806/starbucks-no-purchase-policy-third-p lace-bathrooms9 https://www.cbsnews.com/news/how-is-starbucks-open-bathroom-policy-working-out-not-great-one-study-says/;
https://www.forbes.com/sites/andriacheng/2019/11/12/starbucks-has-a-big-price-to-pay-for-its-open-bathroom-policy-study/?sh=5c09da836c4a10 https://www.seattletimes.com/business/starbucks/starbucks-to-close-5-seattle-stores-due-to-safety-concems/;
https://www.al.com/news/2022/07/starbucks-closing-16-stores-due-to-crime-concems-reverses-bathroom-decision.html;
https://www.businessinsider.com/starbucks-open-bathroom-policy-ceo-rethink-safety-mental-heatth-2022-684 SHAREHOLDER PROPOSALSBOARD RECOMMENDATIONThe Starbucks board of directors recommends that shareholders vote AGAINST this proposal for the following reasons:Starbucks is committed to creating a welcoming and inclusive environment and advancing racial and social equity, and we are committed to furthering that work with intentionality, transparency, and accountability.The Starbucks board of directors does not believe that establishing a separate corporate sustainability committee is necessary to properly exercise oversight of customer-facing practices like the Third Place. The charter for the nominating and corporate governance committee of the board of directors expressly addresses the Committee’s responsibility in overseeing the effectiveness of the Company’s ESG strategies, policies, practices, goals, and programs. The board of directors also regularly discusses the Company’s positions on matters significant to Starbucks, our operations, our partners, and our customers, including issues regarding public access to Starbucks stores.Moreover, our existing framework reflects our longstanding and unwavering commitment to corporate sustainability. Our annual Global Environmental and Social Impact (“GESI”) Report details our efforts in corporate sustainability as they relate to our partners, highlighting the opportunities we offer, the work we do to foster a more inclusive workplace, and our various community initiatives and our commitment to the environment, offering insight into our strategies, goals, and progress. Our 2021 Civil Rights Assessment (CRA), which was conducted by a third-party, also details Starbucks commitment to sustaining Starbucks stores as a “third place” where customers feel welcome, fostering an internal culture of equity and inclusion, strengthening communities, and the importance of leadership.The Proposal discusses the closure of 16 Starbucks stores due to safety concerns. We operate our network of over 9,200 company-operated stores in the U.S. with a focused commitment on creating a safe, welcoming, and inclusive environment at each location. We continuously evaluate store locations and store closures as an ordinary part of our operations. During our 2022 fiscal year, we closed 116 U.S. company-operated stores for a variety of reasons, including, in some instances, safety. During that same period, we opened 437 new company-operated stores in the U.S. representing net store growth of 318 stores. The closure of 16 stores does not materially impact our business, but it does exemplify our commitment to the safety of our partners.Accordingly, because the Starbucks board of directors and its Nominating and Corporate Governance Committee have effective oversight over sustainability issues and have disclosed our commitment to further our efforts with intention, transparency, and accountability publicly, including through the GESI Report and the CRA, the board of directors does not believe that establishing a separate corporate sustainability committee is necessary to properly exercise its oversight of this important area, nor would such a commitment add to Starbucks existing commitment to corporate sustainability.The board of directors recommends that our shareholders vote against this proposal.Board Recommendation The board of directors recommends a vote AGAINSTthis proposal.2023 PROXY STATEMENT 85 EQUITY COMPENSATION PLAN INFORMATIONThe following table provides information as of September 29, 2019October 2, 2022, regarding total shares subject to outstanding stock options and rights and total additional shares available for issuance under our existing equity incentive and employee stock purchase plans.Plan Category Number of Securities to Be
Issued Upon Exercise of
Outstanding Options, Warrants
and Rights
(a) Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))Equity compensation plans approved by security holders 24,117,602 31.17 (1) 62,293,491 (2) Equity compensation plans not approved by security holders — — 2,621,562 (3) Total 24,117,602 31.17 (1) 64,915,053 Plan Category Number of Securities to be
Issued Upon Exercise of
Outstanding Options, Warrants,
and Rights
(a)Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and RightsNumber of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))Equity compensation plans approved by
security holders11,052,940 20.66 (1) 107,915,254 (2) Equity compensation plans not approved by
security holders— — — Total 11,052,940 20.66 107,915,254 (1)The weighted-average exercise price takes into account 6,694,571 shares under approved plans issuable upon vesting of outstanding RSUs and PRSUs at target which have no exercise price. The weighted average exercise price solely with respect to options outstanding under the approved plans is $55.85.(2)Consists of 99,743,410 shares remaining available for issuance under the 2005 Long-Term Equity Incentive Plan and 8,171,844 shares remaining available for issuance under the 1995 Employee Stock Purchase Plan (“ESPP”). This number excludes 123,243 shares that were issued at the end of the ESPP purchase period, which began on October 1, 2022, and ended on December 31, 2022, after the end of our 2022 fiscal year. Shares available for issuance under the 2005 Long-Term Equity Incentive Plan may be issued pursuant to stock options, restricted stock, RSUs, and stock appreciation rights.(1)The weighted-average exercise price takes into account 8,916,167 shares under approved plans issuable upon vesting of outstanding RSUs and PRSUs at target which have no exercise price. The weighted average exercise price solely with respect to options outstanding under the approved plans is $49.45.(2)86Consists of 52,554,869 shares remaining available for issuance under the 2005 Long-Term Equity Incentive Plan and 9,738,622 shares remaining available for issuance under the 1995 Employee Stock Purchase Plan. Shares available for issuance under the 2005 Long-Term Equity Incentive Plan may be issued pursuant to stock options, restricted stock, RSUs and stock appreciation rights.(3)Consists of shares remaining available for issuance under the UK Share Incentive Plan. Our UK Share Incentive Plan, which is a plan approved by Her Majesty’s Revenue & Customs of the United Kingdom, allows eligible partners in the United Kingdom to purchase shares of our common stock through payroll deductions during six-month offering periods at the lower of the market price at the beginning and the market price at the end of the offering period. We award one matching share for each six shares purchased under the UK Share Incentive Plan. The total number of shares issuable under the UK Share Incentive Plan is 2,800,000, of which 178,438 have been issued. The UK Share Incentive Plan was suspended in May 2009.2020 PROXY STATEMENT 67BENEFICIAL OWNERSHIP OF COMMON STOCKThe following table sets forth information concerning the “beneficial ownership” of our common stock by: (i) those persons who we know to beneficially own more than 5% of our outstanding common stock, (ii) our current directors and nominees, (iii) the “named executive officers” listed in the Summary Compensation Table, and (iv) all of our current directors and executive officers as a group. Under SEC rules, “beneficial ownership” for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by exercising vested stock options) and is different from beneficial ownership for purposes of Section 16 of the Exchange Act, which may result in a number that is different than the beneficial ownership number reported in forms filed pursuant to Section 16. Except as otherwise stated, information is provided as of December 16, 2019, which is the first trading day in the closed trading window prior to our earnings release for the first quarter of fiscal 2020;record date, January 13, 2023; this gives the best estimate of ownership prior to the filing of this proxy statement. An asterisk in the percent of class column indicates beneficial ownership of less than 1%. The beneficial owners listed have sole voting and investment power with respect to shares beneficially owned, except as to the interests of spouses or as otherwise indicated.Name of Beneficial Owner Shares(1) Options(2) Restricted
Stock Units Deferred
Stock Units(3) Total
Beneficial
Ownership Percent
of Class(4)Directors and Officers Richard E. Allison, Jr. — — — 1,722 1,722 * Rosalind G. Brewer 41,225 244,918 — 2,302 288,445 * Andrew Campion — — — 1,722 1,722 * Mary N. Dillon — 11,937 — 13,940 25,877 * Isabel Ge Mahe — — — 1,722 1,722 * Mellody Hobson 563,032 46,778 — 32,474 642,284 * Kevin R. Johnson 171,398 1,699,963 — — 1,871,361 * Jørgen Vig Knudstorp 18,000 29,118 — 2,122 49,239 * Satya Nadella — 6,876 — 8,564 15,440 * Joshua Cooper Ramo 12,575 — — 19,606 32,181 * Clara Shih 25,725 19,998 — 4,394 49,687 * Javier G. Teruel 101,139 114,242 — 12,552 227,933 * Myron E. Ullman, III 14,000 193,964 — 4,455 212,419 * John Culver 261,639 576,126 — — 837,765 * Patrick J. Grismer — — 47,395 — 47,395 * Lucy Helm 75,664 334,939 — — 410,603 * All current directors and executive officers as a group (18) persons 1,298,041 3,332,521 47,395 105,575 4,783,532 * 5% Shareholders BlackRock Inc.(5) 81,804,706 — — — 81,804,706 6.95 The Vanguard Group(6) 89,914,213 — — — 89,914,213 7.64 Name of Beneficial Owner(1)Shares(2)Options(3)Restricted
Stock UnitsDeferred
Stock Units(4)Total
Beneficial
OwnershipPercent
of Class(5)Directors, Director Nominees, and Named Executive Officers Richard E. Allison, Jr. 10,000 — — 13,731 23,731 * Andrew Campion — — — 13,731 13,731 * Michael Conway 44,514 — — — 44,514 * John Culver(6)345,249 375,158 — — 720,407 * Beth Ford — — — — 0 * Isabel Ge Mahe — — — 13,731 13,731 * Rachel Gonzalez(6)59,917 74,555 — — 134,472 * Mellody Hobson 664,560 — — 52,116 716,676 * Kevin Johnson(6)174,357 911,496 — — 1,085,853 * Jørgen Vig Knudstorp 18,000 49,289 — 10,309 77,598 * Satya Nadella 8,840 6,876 — 11,904 27,620 * Laxman Narasimhan — — — — 0 * Joshua Cooper Ramo 4,487 — — 28,113 32,600 * Rachel Ruggeri 33,557 — — — 33,557 * Howard Schultz 21,694,538 — — — 21,694,538 1.88 Clara Shih 5,740 5,166 — 7,920 18,826 * All current directors, nominees and executive
officers as a group 15 persons22,504,560 72,172 954 151,555 22,729,242 1.98 5% Shareholders BlackRock Inc.(7)82,463,593 — — — 82,463,593 7.18 The Vanguard Group(8)98,681,046 — — — 98,681,046 8.6 (1)Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Starbucks Corporation, 2401 Utah Avenue South, Seattle, Washington 98134.(2)Represents the number of shares of common stock beneficially owned on January 13, 2023.(3)Represents options that were exercisable on January 13, 2023, and options that become exercisable within 60 days of January 13, 2023.(4)Represents the number of common stock units held under our Deferred Compensation Plan for Non-Employee Directors.(5)Based on 1,148,558,716 shares of Starbucks common stock outstanding on January 13, 2023. Percent of class as of January 13, 2023, is calculated for each person and group by dividing the number of shares beneficially owned by the sum of the total shares outstanding plus the number of shares subject to securities beneficially owned by that person or group.(6)Mr. Culver departed as group president and chief operating officer effective October 1, 2022, Ms. Gonzalez departed as executive vice president and general counsel effective April 4, 2022, and Mr. Johnson retired as chief executive officer effective April 4, 2022; beneficial ownership information for Messrs. Culver and Johnson, and Ms. Gonzalez is based on information available to the Company as of each respective date.(7)BlackRock, Inc. stated in its Schedule 13G filing with the SEC on February 1, 2022 (the “BlackRock 13G filing”) that, of the 82,463,593 shares beneficially owned at December 31, 2021, it has (a) sole voting power with respect to 64,500,097 shares, (b) shared voting power with respect to 0 shares, (c) sole power to dispose of 82,463,593 shares, and (d) shared power to dispose of 0 shares. According to the BlackRock 13G filing, the address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.(8)The Vanguard Group stated in its Schedule 13G filing with the SEC on February 10, 2022 (the “Vanguard 13G filing”) that, of the 98,681,046 shares beneficially owned at December 31, 2021, it has (a) sole voting power with respect to 0 shares, (b) shared voting power with respect to 1,999,489 shares, (c) sole power to dispose of 93,786,659 shares, and (d) shared power to dispose of 4,894,387 shares. According to the Vanguard 13G filing, the address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.(1)Represents the number of shares of common stock beneficially owned on December 16, 2019.(2)2023 PROXY STATEMENTRepresents options that were exercisable on December 16, 2019 and options that become exercisable within 60 days of December 16, 2019.87STOCK OWNERSHIPDelinquent Section 16(a) ReportsSection 16(a) of the Exchange Act, requires our executive officers, directors, and “beneficial owners” of more than 10% of our common stock to file stock ownership reports and reports of changes in ownership with the SEC. Based on a review of those reports and written representations from the reporting persons, we believe that during fiscal 2022, all transactions were reported on a timely basis except for a Form 4 by Zabrina Jenkins reporting shares withheld for taxes on vested restricted stock units which was due on April 20, 2022, and filed on April 22, 2022.(3)88Represents the number of common stock units held under our Deferred Compensation Plan for Non-Employee Directors.(4)Based on 1,176,566,436 shares of Starbucks common stock outstanding on December 16, 2019. Percent of class as of December 16, 2019 is calculated for each person and group by dividing the number of shares beneficially owned by the sum of the total shares outstanding plus the number of shares subject to securities beneficially owned by that person or group.(5)BlackRock, Inc. stated in its Schedule 13G filing with the SEC on February 6, 2019 (the “BlackRock 13G filing”) that, of the 81,804,706 shares beneficially owned at December 31, 2018, it has (a) sole voting power with respect to 71,085,887 shares, (b) shared voting power with respect to 0 shares, (c) sole power to dispose of 81,804,706 shares and (d) shared power to dispose of 0 shares. According to the BlackRock 13G filing, the address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.(6)The Vanguard Group stated in its Schedule 13G filing with the SEC on February 11, 2019 (the “Vanguard 13G filing”) that, of the 89,914,213 shares beneficially owned at December 31, 2018, it has (a) sole voting power with respect to 1,555,423 shares, (b) shared voting power with respect to 340,855 shares, (c) sole power to dispose of 88,051,279 shares and (d) shared power to dispose of 1,862,934 shares. According to the Vanguard 13G filing, the address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.Additional Information68 EXPENSES OF SOLICITATIONWe will bear the expense of preparing, printing, and mailing this proxy statement and the proxies we solicit. Proxies will be solicited by mail, telephone, personal contact, and electronic means and may also be solicited by directors, officers, and Starbucks partners in person, by the Internet, by telephone, or by facsimile transmission, without additional remuneration. We have retained Alliance Advisors to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Alliance Advisors $20,000,$30,000, plus reasonable out-of-pocket expenses, for proxy solicitation services.We also will request brokerage firms, banks, nominees, custodians, and fiduciaries to forward proxy materials to the beneficial owners of shares of our stock as of the record date and will reimburse them for the cost of forwarding the proxy materials in accordance with customary practice.Your cooperation in promptly voting your shares and submitting your proxy by the Internet or telephone, or by completing and returning the enclosed proxy card (if you received your proxy materials in the mail), will help to avoid additional expense.INTERNET VOTINGThe Company is incorporated under Washington law, which specifically permits electronically transmitted proxies, provided that the transmission must either set forth or be submitted with information from which it can reasonably be determined that the transmission was authorized by the shareholder. The electronic voting procedures provided for the Annual Meeting are designed to authenticate each shareholder by use of a control numberControl Number to allow shareholdershareholders to vote their shares and to confirm that their instructions have been properly recorded.INTERNET AVAILABILITY OF ANNUAL MEETING MATERIALSUnder SEC rules, Starbucks has elected to make our proxy materials available to the majority of our shareholders over the Internet rather than mailing paper copies of those materials to each shareholder. On or about January 24, 2020,27, 2023, we mailed to the majority of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) directing shareholders to a website where they can access the proxy statement for our Annual Meeting, of Shareholders and Annual Report, and view instructions on how to vote their shares via theby Internet or by phone.telephone. If you received the Notice only and would like to receive a paper copy of the proxy materials, please follow the instructions printed on the Notice to request that a paper copy be mailed to you.PROPOSALS OF SHAREHOLDERSPursuant to SEC Rule 14a-8, shareholder proposals intended for inclusion in our 20212024 proxy statement and acted upon at our 20212024 Annual Meeting of Shareholders (the “2021“2024 Annual Meeting”) must be received by us at our executive offices at 2401 Utah Avenue South, Mail Stop S-LA1, Seattle, Washington 98134, Attention: Corporate Secretary,corporate secretary, on or prior to September 26, 2020.29, 2023.20212024 Annual Meeting of Shareholders but not submitted for inclusion in our proxy statement for our 20212024 Annual Meeting pursuant to SEC Rule 14a-8, including shareholder nominations for candidates for election as directors, generally must be delivered to the Corporate Secretarycorporate secretary at our executive offices no later than 120 days nor earlier than 150 daysbefore the first anniversary of the date of the 20202023 Annual Meeting of Shareholders. As a result, any notice given by a shareholder pursuant to the provisions of our bylaws (other than notice pursuant to SEC Rule 14a-8 or proxy access as discussed below) must be received no earlier than October 19, 2020,25, 2023, and no later than November 18, 2020.24, 2023. However, if the date of the 20212024 Annual Meeting occurs more than 30 days before or more than 60 days after March 18, 2021,23, 2024, notice by the shareholder of a proposal must be delivered no earlier than the close of business on the 150th day prior to the date of such annual meeting and no later than the close of business on the later of the 120th day prior to the date of such annual meeting or, if the first public announcement of the date of the annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which we first make a public announcement of the date of the annual meeting. Shareholder proposals or nominations must include the specified information concerning the shareholder and the proposal or nominee as described in our bylaws.DIRECTOR NOMINATIONS FOR INCLUSION IN STARBUCKS PROXY MATERIALS (PROXY ACCESS)Notice of proxy access director nominees must be delivered to the corporate secretary at our executive offices no earlier than August 27, 2020,30, 2023, and no later than September 26, 2020.SHAREHOLDERS SHARING THE
SAME ADDRESSWe have adoptedThe SEC permits us to deliver a procedure called “householding,” which has been approved by the SEC. Under this procedure, we will deliver only onesingle copy of our Notice of Internet Availability of Proxy Materials,to shareholders who share the same address and last name. And for those shareholders that received a paper copy of proxy materials in the mail, onewe are permitted to deliver a single copy of our fiscal 2019 Annual Report on Form 10-K to shareholders and this proxy statement, to multiple shareholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected shareholder.and last name. Shareholders who participate in householdingthis “householding” process will continue to receive separate proxy cards if they received a paper copy of proxy materials in the mail. ThisWe implemented this householding procedure reducesto reduce our printing costs,and mailing costs and fees, and also supportsto support our environmental goals set forth in our annual Global Environmental and Social Impact Report. If you are a shareholder, share an addresswould like to enroll in householding, or if your household is already enrolled and last name with one or more other shareholders andyou would like to revoke your householding consent, or you are a shareholder eligible for householding and would like to participate in householding, please contact Broadridge, either by calling toll free at +1 (866) 540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of receipt of the revocation of your consent. A number of brokerage firms have instituted householding. If you hold your shares in “street name,” please contact your bank, broker, or other holder of record to request information about householding.20202023 PROXY STATEMENT 6989ADDITIONAL INFORMATIONANNUAL REPORT TO SHAREHOLDERS ON FORM 10-KThe fiscal 20192022 Annual Report on Form 10-K is being mailed with this proxy statement to those shareholders that received a copy of the proxy materials in the mail. For those shareholders that received the Notice, of Internet Availability of Proxy Materials, this proxy statement and our Annual Report are available at our website athttp://investor.starbucks.com. Additionally, and in accordance with SEC rules, you may access our proxy statement atwww.proxyvote.com.Upon request by any shareholder, we will furnish, without charge, a copy of the 20192022 Annual Report.Report as well as a copy of this proxy statement.To submit your request by telephone, call 1-800-579-1639. To request by email, contactsendmaterial@proxyvote.com. If requesting materials by e-mail, please send a blank e-mail with your Control Number in thesubject line. Please submit your request by March 9, 2023, to ensure that materials can be sent to you prior to the date of the Annual Meeting.Web links and QR codes throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this proxy statement.OTHER BUSINESSThe board of directors knows of no other matters that properly may be brought before the Annual Meeting. However, if any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment.70 90 The Company provides certain non-GAAP financial measures in this proxy statement that are not in accordance with, or alternatives for, generally accepted accounting principles in the United States.States (“GAAP”). Our non-GAAP financial measuremeasures of non-GAAP operating margin and non-GAAP EPS excludesexclude the below listed items, as they do not contribute to a meaningful evaluation of the Company’s future operating performance or comparisons to the Company’s past operating performance. The GAAP measuremeasures most directly comparable to non-GAAP operating margin and non-GAAP EPS isare operating margin and diluted net earnings per share.share, respectively.Non-GAAP ExclusionRationaleEast China acquisition-related gainNon-GAAP ExclusionManagement excludes the gain on the purchase of our East China joint venture as this incremental gain was specific to the purchase activity and for reasons discussed above.RationaleSale of Taiwancertain company-operated business and joint venture operationsManagement excludes the gain related to the sale of Evolution Fresh, as well as our TaiwanSouth Korea and Russia joint venture operations as thisthese incremental gain wasgains were specific to the sale activity and for reasons discussed above.Sale of Tazo brandManagement excludes the net gain on the sale of our assets associated with our Tazo brandRestructuring and associated transactionimpairment costs as these items do not reflect future gains, losses, costs or tax benefits and for reasons discussed above.Sale of certain retail operationsManagement excludes the gains and net loss related to the sale of our Thailand, France, the Netherlands and Brazil retail operations as these items do not reflect future gains, losses or tax impacts for reasons discussed above.Restructuring, impairment and optimization costsManagement excludes restructuring charges and business process optimizationimpairment costs relatedrelating to strategic shifts in its Teavana, U.S., international, e-commerce and other business units. Additionally, management excludes expenses related to divesting certain lower-margin businesses and assets, such as closurethe write-down of certain company-operated storesstore and Switzerland intangible asset impairments.corporate assets. Management excludes these items for reasons discussed above. These expenses are anticipated to be completed within a finite period of time.Transaction and integration-related costs Management excludes transaction and integration costs, andprimarily amortization, of the acquired intangible assets for reasons discussed above. Additionally, the majority of these costs will be recognized over a finite period of time.2018 U.S. stock awardNestlé transaction and integration-related costs Management excludes the transaction and integration-related costs related to the Global Coffee Alliance with Nestlé (inclusive of incremental stock-based compensation award granted incosts to grow and develop the third quarter of fiscal 2018Global Coffee Alliance) for reasons discussed above.Nestlé transaction-related costsManagement excludes the transaction-related costs associated with Nestlé for reasons discussed above.Other tax mattersOn December 22, 2017, the Tax Cuts and Jobs Act was signed into U.S. law. Management excludes the estimated transition tax on undistributed foreign earnings, the impacts of estimated incremental foreign withholding taxes on expected repatriated earnings and the re–measurement of deferred tax assets and liabilities due to the reduction of the U.S. federal corporate income tax rate for reasons discussed above.Non-GAAP operating margin and non-GAAP EPS may have limitations as an analytical tool. This measuretools. These measures should not be considered in isolation, as substitutes for, or as a substitute forsuperior to analysis of the Company’sCompany's results as reported under GAAP. Other companies may calculate thisthese non-GAAP financial measuremeasures differently than the Company does, limiting the usefulness of such measuremeasures for comparative purposes.Year Ended Consolidated Oct 2, 2022
(52 Weeks Ended)Oct 3, 2021
(53 Weeks Ended)Change Operating margin, as reported (GAAP) 14.3 % 16.8 % (250) bps Restructuring and impairment costs(1)0.1 0.6 Transaction and integration-related costs(2)0.6 0.7 Nestlé transaction and integration-related costs(3)— (0.1) Non-GAAP operating margin 15.1 % 18.0 % (290) bps Diluted net earnings per share, as reported (GAAP) $ 2.83 $ 3.54 (20.1) % Gain resulting from divestiture of certain company-operated business and joint venture
operations(0.01) (0.73) Restructuring and impairment costs(1)0.04 0.14 Transaction and integration-related costs(2)0.17 0.17 Nestlé transaction and integration-related costs(3)— (0.02) Correction of prior year estimated tax expense(4)(0.02) — Income tax effect on Non-GAAP adjustments(5)(0.05) 0.10 Non-GAAP EPS $ 2.96 $ 3.20 (7.5) % (1)Represents costs associated with our restructuring efforts, primarily severance and asset impairments related to certain company-operated store closures and impairment of certain corporate assets.(2)Includes amortization expense of acquired intangible assets associated with the acquisition of East China. Fiscal 2022 also includes other expenses associated with our Russia market exit and with the sale of our Evolution Fresh business. Fiscal 2021 also includes amortization expense of acquired intangible assets associated with the acquisition of Starbucks Japan.(3)Represents costs associated with the Global Coffee Alliance with Nestlé and a change in estimate relating to a transaction cost accrual.(4)Represents a beneficial return-to-provision adjustment related to the prior year divestiture of certain joint venture operations that also received non-GAAP treatment.(5)Adjustments were determined based on the nature of the underlying items and their relevant jurisdictional tax rates.2020 PROXY STATEMENT 71A-1 ANNEX A – NON-GAAP MEASURESYear Ended Consolidated Sep 29, 2019 Sep 30, 2018 Change Diluted net earnings per share, as reported (GAAP) $ 2.92 $ 3.24 (10 )% East China acquisition-related gain — (0.99 ) Sale of Taiwan joint venture operations — (0.11 ) Sale of Tazo brand — (0.25 ) Gain on sale of certain retail operations (0.51 ) 0.01 Restructuring, impairment and optimization costs(1) 0.12 0.17 International transaction and integration-related items(2) 0.21 0.16 2018 U.S. stock award(3) 0.05 0.03 Nestlé transaction-related costs 0.01 0.04 Other tax matters(4) 0.06 0.13 Income tax effect on Non-GAAP adjustments(5) (0.03 ) (0.02 ) Non-GAAP EPS $ 2.83 $ 2.42 17 % RECONCILIATION OF EXTRA WEEK FOR FISCAL 2021 MEASURESThe following tables reconcile the impact of the fiscal fourth quarter and fiscal year-ended October 3, 2021, to further enhance the comparability as we lap the 53rd week that was part of our 2021 results.Reconciliation of Revenues(1)Represents costs associated with our restructuring efforts, primarily severance, lease termination costs and asset impairments related to certain company-operated store closures, as well as business process optimization costs, largely consulting fees.(2)ConsolidatedIncludes transaction costsTotal
(in millions)Revenue for the acquisition of our East China joint venture and the divestitures of our Taiwan joint venture and Thailand retail operations; ongoing amortization expense of acquired intangible assets associated with the acquisition of East China and Starbucks Japan; and the related post-acquisition integration costs, suchyear ended October 3, 2021 as incremental information technology and compensation-related costs.reported (GAAP) - 53-weeks$ 29,060.6 (3)Impact of extra weekRepresents incremental stock-based compensation award for U.S. partners (employees).(575.6)(4)Revenue - 52-weeksRepresents the estimated impact of the U.S. Tax Cuts and Jobs Act, specifically the transition tax on undistributed foreign earnings, estimated incremental foreign withholding taxes on expected repatriated earnings and the re-measurement of deferred taxes.28,485.0 (5)Revenue for the year ended October 2, 2022 (GAAP) - 52 weeksAdjustments were determined based on the nature$32,250.3 Change 13 % Impact of the underlying items and their relevant jurisdictional tax rates.foreign currency translation2 % Change of impact excluding foreign currency 15 % Reconciliation of Earnings Per ShareConsolidated Oct 2, 2022 Oct 3, 2021 Change GAAP Earnings Per Share - 53-weeks $ 3.54 Non-GAAP impact (0.34) Non-GAAP Earnings Per Share - 53-weeks 3.20 Impact of the extra week (0.10) Non-GAAP Earnings Per Share - 52-weeks $ 2.96 $ 3.10 (5) % 72 2023 PROXY STATEMENT A-2 and Transportation Information for the
Starbucks Corporation20202023 Annual Meeting Ofof ShareholdersWednesday,Thursday,
March 18, 202023, 202310:00 a.m. Doors open at 8:00 a.m.
(Pacific Time)WAMU Theater next to CenturyLink FieldVia Webcast 800 Occidental Avenue Southwww.virtualshareholdermeeting.com/SBUX2023Seattle, WA 98134How to VoteWhether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods below. Make sure to have your proxy card or voting instruction form (VIF) in hand.
By internet
go towww.proxyvote.com;By toll-free telephone
from the United States,
U.S. territories and Canada:
call 1-800-690-6903;By mail(if you received a paper copy of the proxy materials by mail): mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope; orBy scanningthe
QR code using your
mobile device.Shareholders may also voteParticipating in person at the Annual Meeting. IfMeetingThis year’s Annual Meeting will be held in a virtual format through a live webcast.You are entitled to participate in the Annual Meeting if you arewere a registered shareholder (that is, youas of the close of business on January 13, 2023, the record date, or hold your shares in your name)a valid proxy for the meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/SBUX2023, you must present valid identification and proofenter the 16-digit control number found next to the label “Control Number” on your Notice of share ownership to vote atInternet Availability, proxy card, or VIF, or in the meeting.email sending you the Proxy Statement. If you are a beneficial shareholder, (thatyou may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number.Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. You may log on to www.proxyvote.com and enter your Control Number.We are heldcommitted to ensuring, to the extent possible, that shareholders will be afforded the ability to participate at the virtual meeting like they would at an in-person meeting.The question and answer session will include questions submitted in advance of, and questions submitted live during, the nameAnnual Meeting. You may submit a question in advance of a broker, bankthe meeting at www.proxyvote.com after logging in with your Control Number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/SBUX2023.We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately thirty minutes before the meeting on March 23, 2023. If you have difficulty accessing the meeting, please call 1-844-986-0822 (toll free) or other holder of record), you303-562-9302 (international). Technicians will be available to assist you.We will also needmake the Annual Meeting viewable to obtainanyone interested in a “legal proxy” from the holder of record to votewebcast at the meeting.Admission Requirementswww.virtualshareholdermeeting.com/SBUX2023As noted in this document, to be admitted to the meeting you will be required to present a government-issued photo identification (such. Interested persons who were not shareholders as a driver’s license or passport) and valid proof of ownership, meaning one of the following.●Notice of Internet Availability of Proxy Materials;●Proxy Card;●Voting Information Form;●Legal proxy provided by your bank, broker, or nominee;●Email notice of the Annual Meeting (if you received notice that way); or●Other proof of share ownership (such as your brokerage statement) as of the January 10, 2020 record date.Shareholders holding shares in a joint accountclose of business on January 13, 2023 may be admitted to the meeting if they provide proof of joint ownership and both shareholders follow the admission requirements described above. Weview, but will not be able to accommodate non-shareholder guests atvote or ask questions.Asking QuestionsYou have multiple opportunities to submit questions to Starbucks for the Annual Meeting.AccessibilityStarbucks is committed to providing an accessible experience. The event will be interpreted in American Sign Language and real-time captioning will be provided in the auditorium. WAMU Theater is an accessible building with wheelchair seating, disability parking and accessible restrooms.provided. If you have a disability accommodation request, please email us atinvestorrelations@starbucks.comor call us at (206) 318-7118 by March 1, 2020. Alternate formats of this proxy statement and the Annual Report are available at2023.http://investor.starbucks.comor upon request by contactinginvestorrelations@starbucks.com.Please NoteUpon verification of proof of share ownership and identification, shareholders will be admitted into the venue. As always, we anticipate a large number of attendees at the Annual Meeting of Shareholders. Seating will be on a first-come, first-served basis until venue capacity has been reached. We cannot guarantee seating for all shareholders.Parking OptionsParking is available in the CenturyLink Field Event Center Garage located at 330 South Royal Brougham Way (on the south end of WAMU Theater). The Sounder Train and Link Light Rail have stations near the theater. Please visithttps://www.soundtransit.org/schedule for full service details.
STARBUCKS CORPORATION2401 UTAH AVENUE SOUTHSEATTLE, WASHINGTON 98134
Responsibility 
STARBUCKS CORPORATION2401 UTAH AVENUE SOUTHSEATTLE, WASHINGTON 98134
SCAN TOVIEW MATERIALS & VOTE
VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the above QR code from your mobile device.Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions.During The Meeting - Go to www.virtualshareholdermeeting.com/SBUX2023.You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs as well as the environmental impact of mailing proxy materials, we encourage you to consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions below to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY INTERNET - go to www.proxyvote.com or scan the above QR code from your mobile deviceUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.VOTE IN PERSONIf you are a registered shareholder (that is, you hold these shares in your name), you must present valid identification to vote at the meeting. If you are a beneficial shareholder (that is, these shares are held in the name of a broker, bank or other holder of record), you will also need to obtain a "legal proxy" from the holder of record to vote at the meeting.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E88973-P30632 D63825-P64987KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY STARBUCKS CORPORATIONSTARBUCKS CORPORATION The Board of Directors recommends you vote FOR each of the following nominees: 1. Election of Directors Nominees: For Against Abstain The Board of Directors recommends you vote FOR 1 Year on the following proposal: 1 Year 2 Years 3 Years Abstain 1a. Richard E. Allison, Jr. ☐ ☐ ☐ 3. Approval, on a nonbinding basis, of the frequency of future advisory votes on executive compensation ☐ ☐ ☐ ☐ 1b. Andrew Campion ☐ ☐ ☐ 1c. Beth Ford ☐ ☐ ☐ The Board of Directors Recommends you vote FOR the following proposal: For Against Abstain 1d. Mellody Hobson ☐ ☐ ☐ 4. Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023 ☐ ☐ ☐ 1e. Jørgen Vig Knudstorp ☐ ☐ ☐ 1f. Satya Nadella ☐ ☐ ☐ The Board of Directors recommends you vote AGAINST the following shareholder proposals: 1g. Laxman Narasimhan ☐ ☐ ☐ For Against Abstain 1h. Howard Schultz ☐ ☐ ☐ 5. Report on Plant-Based Milk Pricing ☐ ☐ ☐ 6. CEO Succession Planning Policy Amendment ☐ ☐ ☐ The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 7. Annual Reports on Company Operations in China ☐ ☐ ☐ 2. Approval, on a nonbinding basis, of the compensation paid to our named executive officers. ☐ ☐ ☐ 8. Assessment of Worker Rights Commitments ☐ ☐ ☐ 9. Creation of Board Committee on Corporate Sustainability ☐ ☐ ☐ The Board of Directors recommends you vote FOR each of the following nominees:1.Election of DirectorsNominees:ForAgainstAbstain1a.Richard E. Allison, Jr.☐☐☐1b.Rosalind G. Brewer☐☐☐1c.Andrew Campion☐☐☐1d.Mary N. Dillon☐☐☐1e.Isabel Ge Mahe☐☐☐1f.Mellody Hobson☐☐☐1g.Kevin R. Johnson☐☐☐1h.Jørgen Vig Knudstorp☐☐☐1i.Satya Nadella☐☐☐1j.Joshua Cooper Ramo☐☐☐1k.Clara Shih☐☐☐1l.Javier G. Teruel☐☐☐1m.Myron E. Ullman, III☐☐☐The Board of Directors recommends you vote FOR the following proposals:ForAgainstAbstain2.Advisory resolution to approve our executive officer compensation☐☐☐3.Ratification of selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2020☐☐☐The Board of Directors recommends you vote AGAINST the following shareholder proposal:ForAgainstAbstain4.EEO Policy Risk Report☐☐☐For address changes and/or comments, please check this box and write them on the back where indicated.☐Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders:
The Notice andof Annual Meeting, Proxy Statement, and Fiscal 20192022 Annual Report are available at www.proxyvote.com.E88974-P30632STARBUCKS CORPORATIONAnnual Meeting of ShareholdersMarch 18, 2020 10:00 AM, Pacific TimeThis proxy is solicited by the Board of DirectorsThe shareholder(s) hereby appoint(s) Kevin R. Johnson and Rachel A. Gonzalez, or either of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of stock of STARBUCKS CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 AM, PT on Wednesday, March 18, 2020, at the WAMU Theater next to CenturyLink Field, located at 800 Occidental Avenue South, Seattle, WA 98134, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein.If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.Address Changes/Comments:D63826-P64987 (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)STARBUCKS CORPORATIONAnnual Meeting of ShareholdersMarch 23, 2023, 10:00 AM Pacific TimeThis proxy is solicited by the Board of DirectorsThe shareholder(s) hereby appoint(s) Howard Schultz and Zabrina Jenkins, or either of them, as proxies, each with the power to appoint their substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of stock of STARBUCKS CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 AM Pacific Time on Thursday, March 23, 2023, virtually at www.virtualshareholdermeeting.com/SBUX2023, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. In their discretion, the proxies are each authorized to vote upon other business as may properly come before the Annual Meeting.Continued and to be signed on reverse side
