Costco DEF 14A: Executive Pay & Governance Details

TL;DR

Costco's 2024 DEF 14A is out, detailing exec pay for Jelinek & Vachris over the last few years. Governance stuff inside.

AI Summary

Costco Wholesale Corp filed its DEF 14A on December 11, 2024, for the fiscal year ending September 1, 2024. The filing details executive compensation and corporate governance matters. Key individuals mentioned include W. Craig Jelinek and Ron M. Vachris, both members of the board. The filing covers compensation data for the fiscal years 2020 through 2024.

Why It Matters

This filing provides transparency into how Costco compensates its top executives and outlines the company's governance practices, which can influence investor decisions.

Risk Assessment

Risk Level: low — DEF 14A filings are routine disclosures and do not typically present new risks to the company or investors.

Key Numbers

• 20240901 — Fiscal Year End (Reporting period for the DEF 14A filing.)
• 20241211 — Filing Date (Date the DEF 14A was officially submitted to the SEC.)

Key Players & Entities

• COSTCO WHOLESALE CORP /NEW (company) — Filer
• W.CraigJelinek (person) — Board Member
• RonM.Vachris (person) — Board Member
• 999 LAKE DRIVE (address) — Business and Mailing Address
• ISSAQUAH (location) — City
• WA (location) — State
• 98027 (zip_code) — Zip Code

FAQ

Key Financial Figures

• $14,500 — at a cost we anticipate will not exceed $14,500. Participating in the Annual Meeting

Filing Documents

• cost-20241209.htm (DEF 14A) — 608KB
• cost-20241209_g1.jpg (GRAPHIC) — 14KB
• cost-20241209_g2.jpg (GRAPHIC) — 9KB
• cost-20241209_g3.jpg (GRAPHIC) — 94KB
• cost-20241209_g4.jpg (GRAPHIC) — 89KB
• cost-20241209_g5.jpg (GRAPHIC) — 81KB
• cost-20241209_g6.jpg (GRAPHIC) — 111KB
• cost-20241209_g7.jpg (GRAPHIC) — 112KB
• cost-20241209_g8.jpg (GRAPHIC) — 122KB
• 0000909832-24-000072.txt ( ) — 2771KB
• cost-20241209.xsd (EX-101.SCH) — 4KB
• cost-20241209_def.xml (EX-101.DEF) — 6KB
• cost-20241209_lab.xml (EX-101.LAB) — 8KB
• cost-20241209_pre.xml (EX-101.PRE) — 4KB
• cost-20241209_htm.xml (XML) — 101KB

Executive Compensation

Executive Compensation 13 Compensation Discussion and Analysis 13 Report of the Compensation Committee of The Board of Directors 18 Summary Compensation Table 19 Fiscal 2024 All Other Compensation 20 Fiscal 2024 Grants of Plan-Based Awards 20 Outstanding Equity Awards at Fiscal 2024 Year-End 21 Fiscal 2024 Restricted Stock Units Vested 22 Fiscal 2024 Non-Qualified Deferred Compensation 22 Potential Payments Upon Termination or Change-in-Control 23 CEO Pay Ratio 25 Pay Versus Performance 25 Certain Relationships and Transactions 28 Report of the Audit Committee 29 Independent Public Accountants 29 Proposal 2: Ratification of Selection of Independent Public Accountants 30 Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation 30 Proposal 4: Shareholder Proposal Requesting Report on the Risks of Maintaining DEI Efforts 31 Other Matters 33 Shareholder Proposals for the 2026 Annual Meeting 34 Annual Report to Shareholders and Form 10-K 34 General Information 35 Appendix A: Non-GAAP Financial Measures 36 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD January 23, 2025 SOLICITATION AND REVOCATION OF PROXY Proxies in the form furnished are solicited by the Board of Directors of the Company to be voted at the Annual Meeting of Shareholders to be held on January 23, 2025, or any adjournments (the "Annual Meeting"). The individuals named as proxy are Hamilton E. James and Ron M. Vachris. A Notice of Internet Availability of Proxy Materials was first sent to shareholders and the accompanying notice of meeting, this Proxy Statement and the form of proxy are first being made available to shareholders on or about December 11, 2024. All shares represented by proxies received will be voted in accordance with instructions contained in the proxies. The Board of Directors unanimously recommends a vote: 1. FOR the nine nominees for director named in this Proxy Statement; 2. FOR

: Gender Identity

Part I: Gender Identity Directors 4 5

: Demographic Background

Part II: Demographic Background African American or Black — 1 White 4 4 INDIVIDUAL BOARD SKILLS MATRIX Qualifications, Skills, and Experience Hamilton E. James Susan L. Decker Kenneth D. Denman Helena B. Foulkes Sally Jewell Jeffrey S. Raikes John W. Stanton Ron M. Vachris Maggie Wilderotter Senior Leadership : Service in senior leadership positions, in government and/or business, including past CEO experience, with expertise in governance, strategy, development, human capital management, and workforce development Financial Expertise : Understanding of financial markets, accounting, and/or financial reporting processes Retail Industry Experience : Understanding of operational, financial, and strategic issues facing large retail companies Technology or E-commerce : Leadership and expertise in technology, e-commerce and digital platforms Risk Management : Governmental public policy, legal and risk management experience and expertise, including data security and/or experience managing cybersecurity and information security risks Global Operations : Experience at multinational companies or in international markets Marketing and Brand Management : Experience in consumer marketing, sales or brand management 4 DIRECTOR BIOGRAPHIES Set forth below is information with respect to each director of the Company. Hamilton E. James has been a director of the Company since August 1988. He was the Lead Independent Director from 2005 until becoming the non-executive Chairman of the Board in August 2017. He is chairman of Jefferson River Capital, his family investment firm. He was Executive Vice Chairman of The Blackstone Group, a global alternative asset manager and provider of financial advisory services, until January 31, 2022, and served as its President and Chief Operating Officer from 2002 until 2018. He was also a member of the board of directors of its general partner, Blackstone Group Management L.L.C., until January 31, 2022. Mr. James's qualificatio

View Full Filing

View this DEF 14A filing on SEC EDGAR