Costco Announces Board and Executive Compensation Changes

Ticker: COST · Form: 8-K · Filed: 2025-08-07T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, executive-compensation, board-of-directors

Related Tickers: COST

TL;DR

Costco's board and exec pay got a shake-up effective Aug 7. #CorpGov

AI Summary

Costco Wholesale Corporation announced on August 4, 2025, changes related to its board of directors and executive compensation. Specifically, the filing details the departure of certain officers, the election of new directors, and updates to compensatory arrangements for key executives. These changes are effective as of August 7, 2025.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance changes and does not indicate any significant financial distress or operational disruption.

Key Players & Entities

FAQ

What specific roles have seen departures of officers?

The filing indicates the departure of 'certain officers' but does not specify the exact roles in this section.

Who are the newly elected directors?

The filing states that directors have been elected but does not list their names in this summary section.

What are the details of the compensatory arrangements for certain officers?

The filing notes that compensatory arrangements of certain officers are being updated, but the specific details are not provided in this initial summary.

What is the effective date of these reported changes?

The changes reported in this 8-K filing are effective as of August 7, 2025.

What is Costco's principal executive office address?

Costco's principal executive offices are located at 999 Lake Drive, Issaquah, WA 98027.

From the Filing

0000909832-25-000064.txt : 20250807 0000909832-25-000064.hdr.sgml : 20250807 20250807163532 ACCESSION NUMBER: 0000909832-25-000064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20250804 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20250807 DATE AS OF CHANGE: 20250807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COSTCO WHOLESALE CORP /NEW CENTRAL INDEX KEY: 0000909832 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] ORGANIZATION NAME: 07 Trade & Services EIN: 911223280 STATE OF INCORPORATION: WA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20355 FILM NUMBER: 251194774 BUSINESS ADDRESS: STREET 1: 999 LAKE DRIVE CITY: ISSAQUAH STATE: WA ZIP: 98027- BUSINESS PHONE: 4253138100 MAIL ADDRESS: STREET 1: 999 LAKE DRIVE CITY: ISSAQUAH STATE: WA ZIP: 98027 FORMER COMPANY: FORMER CONFORMED NAME: COSTCO COMPANIES INC DATE OF NAME CHANGE: 19970401 FORMER COMPANY: FORMER CONFORMED NAME: PRICE/COSTCO INC DATE OF NAME CHANGE: 19930728 8-K 1 cost-20250804.htm 8-K cost-20250804 FALSE COSTCO WHOLESALE CORP /NEW 0000909832 0000909832 2025-08-04 2025-08-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 COSTCO WHOLESALE CORPORATION (Exact name of registrant as specified in its charter) Washington 0-20355 91-1223280 (State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 999 Lake Drive Issaquah , WA 98027 (Address of principal executive offices and zip code) Registrant’s telephone number, including area code: 425 - 313-8100 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $.005 per share COST NASDAQ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 4, 2025, the Company announced that Russ Miller, Senior Executive Vice President, COO - U.S. and Mexico Operations, will retire effective February 2026. Caton Frates, Executive Vice President, COO Southwest Division, will be appointed Senior Executive Vice President, Warehouse Operations - U.S. and Mexico, effective February 2026. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. COSTCO WHOLESALE CORPORATION Dated: August

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