SBUX Starbucks

Filed: 19 Mar 21, 4:11pm





Washington, DC 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2021



Starbucks Corporation

(Exact name of registrant as specified in its charter)






Washington 0-20322 91-1325671

(State or other jurisdiction of




File Number)


(IRS Employer

Identification No.)

2401 Utah Avenue South, Seattle, Washington 98134

(Address of principal executive offices) (Zip Code)

(206) 447-1575

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



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



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

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







Name of each exchange

on which registered

Common Stock, par value $0.001 per share SBUX NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Selection 13(a) of the Exchange Act. ☐




Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective March 17, 2021, in connection with Myron E. Ullman, III’s retirement from the Board of Directors (the “Board”) and pursuant to Mellody Hobson’s appointment to serve as the chair of the Board, the Board of Starbucks Corporation (the “Company” or “Starbucks”) has amended the Amended and Restated Bylaws (the “Bylaws”) to remove references to the vice chair role.

The foregoing summary description is qualified in its entirety by reference to the full text of the Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2021 Annual Meeting of Shareholders held on March 17, 2021, the Company’s shareholders elected the 11 directors nominated by the Board to serve until the 2022 Annual Meeting of Shareholders and until their successors are elected and qualified; shareholders did not approve the advisory resolution to approve executive compensation; the shareholders approved the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 3, 2021; and the shareholders did not approve a shareholder proposal regarding non-management employee board representation. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on January 22, 2021.

The table below sets forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company’s shareholders.

Election of Directors


   For   Against   Abstain   Broker

Richard E. Allison, Jr.

   779,665,409    29,860,896    1,800,676    166,680,614 

Andrew Campion

   806,757,205    2,533,004    2,036,772    166,680,614 

Mary N. Dillon

   746,430,103    63,060,818    1,836,060    166,680,614 

Isabel Ge Mahe

   806,074,965    3,612,745    1,639,271    166,680,614 

Mellody Hobson

   772,628,902    36,845,695    1,852,384    166,680,614 

Kevin R. Johnson

   806,398,714    3,249,264    1,679,003    166,680,614 

Jørgen Vig Knudstorp

   799,824,081    9,475,016    2,027,884    166,680,614 

Satya Nadella

   779,597,160    30,044,051    1,685,770    166,680,614 

Joshua Cooper Ramo

   803,219,836    6,073,189    2,033,956    166,680,614 

Clara Shih

   778,911,466    30,765,899    1,649,616    166,680,614 

Javier G. Teruel

   756,919,366    52,366,360    2,041,255    166,680,614 

Advisory Resolution on Executive Compensation


For Against  Abstain  Broker
381,463,037  421,751,473   8,112,471   166,680,614 

Ratification of the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2021


For Against  Abstain 
943,030,923  32,897,479   2,079,193 

Shareholder proposal regarding employee board representation


For Against  Abstain  Broker
57,481,280  742,755,180   11,090,521   166,680,614 


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.  


3.1  Amended and Restated Bylaws of Starbucks Corporation (As amended and restated through March 17, 2021)
104  Cover Page Interactive Data File (formatted as Inline XBRL)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: March 19, 2021   

/s/ Rachel A. Gonzalez

   Rachel A. Gonzalez
   executive vice president, general counsel