Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 23, 2023, Starbucks Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). The matters submitted to a vote at the Annual Meeting and the voting results of such matters are as follows:
Proposal 1 - Election of Directors
The Company’s shareholders elected each of the 8 directors nominated by the Company’s Board of Directors (the “Board”) to serve until the 2024 Annual Meeting of Shareholders or until their successors are duly elected and qualified. The following is a breakdown of the voting results:
| | | | | | | | | | | | | | |
Name of Nominee | For | Against | Abstain | Broker Non-Votes |
Richard E. Allison, Jr. | 765,140,539 | 48,657,677 | 1,712,845 | 152,169,391 |
Andrew Campion | 791,247,457 | 21,668,017 | 2,595,587 | 152,169,391 |
Beth Ford | 810,943,161 | 2,980,972 | 1,586,928 | 152,169,391 |
Mellody Hobson | 749,752,276 | 63,368,347 | 2,390,438 | 152,169,391 |
Jørgen Vig Knudstorp | 686,723,902 | 126,792,951 | 1,994,208 | 152,169,391 |
Satya Nadella | 778,909,139 | 34,976,721 | 1,625,201 | 152,169,391 |
Laxman Narasimhan | 806,832,333 | 6,704,004 | 1,974,724 | 152,169,391 |
Howard Schultz | 801,698,565 | 12,319,675 | 1,492,821 | 152,169,391 |
Proposal 2 - Advisory Resolution on Executive Compensation
At the Annual Meeting, the shareholders approved, on a nonbinding, advisory basis, the compensation paid to our named executive officers. The following is a breakdown of the voting results:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
692,016,240 | 118,808,972 | 4,685,849 | 152,169,391 |
Proposal 3 - Advisory Resolution on the Frequency of Future Votes on Executive Compensation
At the Annual Meeting, the shareholders approved, on a nonbinding, advisory basis, an annual vote frequency for future advisory votes on the compensation of the Company’s named executive officers. The following is a breakdown of the voting results:
| | | | | | | | | | | | | | |
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
803,323,439 | 1,320,611 | 8,575,542 | 2,291,469 | 152,169,391 |
In light of the voting results on Proposal 3, the Company has decided to include the advisory stockholder vote on the compensation of the Company’s named executive officers in its proxy materials on an annual basis until the next required advisory vote on the frequency of the advisory stockholder vote on compensation paid to the Company’s named executive officers.
Proposal 4 - Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2023
At the Annual Meeting, 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 1, 2023. The following is a breakdown of the voting results:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
931,747,760 | 33,624,488 | 2,308,204 | —— |
Proposal 5 - Shareholder Proposal Regarding a Report on Plant-Based Milk Pricing
At the Annual Meeting, the shareholders did not approve a shareholder proposal regarding a report on plant-based milk pricing. The following is a breakdown of the voting results:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
42,814,872 | 765,013,195 | 7,682,994 | 152,169,391 |
Proposal 6 - Shareholder Proposal Regarding a ceo Succession Planning Policy Amendment
At the Annual Meeting, the shareholders did not approve a shareholder proposal regarding a ceo succession planning policy amendment. The following is a breakdown of the voting results:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
170,045,173 | 640,270,620 | 5,195,268 | 152,169,391 |
Proposal 7 - Shareholder Proposal Regarding Annual Reports on Company Operations in China
At the Annual Meeting, the shareholders did not approve a shareholder proposal regarding annual reports on Company operations in China. The following is a breakdown of the voting results:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
36,072,616 | 765,333,046 | 14,105,399 | 152,169,391 |
Proposal 8 - Shareholder Proposal Regarding an Assessment of Worker Rights Commitments
At the Annual Meeting, the shareholders approved a shareholder proposal regarding an assessment of worker rights commitments. The following is a breakdown of the voting results:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
418,792,991 | 386,056,422 | 10,661,648 | 152,169,391 |
Proposal 9 - Shareholder Proposal Regarding the Creation of a Board Committee on Corporate Sustainability
At the Annual Meeting, the shareholders did not approve a shareholder proposal regarding the creation of a Board committee on corporate sustainability. The following is a breakdown of the voting results:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
21,649,542 | 782,582,216 | 11,279,303 | 152,169,391 |
The above 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 27, 2023.