Costco (COST) holders reelect board, reject ESG audit, declare $1.30 dividend

Rhea-AI Filing Summary

Costco Wholesale Corporation held its Annual Meeting of Shareholders, with 352,303,581 of 443,957,682 entitled common shares voted in person or by proxy. Shareholders elected all ten director nominees, with support generally above 270 million votes for each candidate, and ratified the selection of KPMG LLP as independent auditors for fiscal 2026 by 335,155,664 votes for versus 16,539,396 against. They also approved, on an advisory basis, executive compensation for fiscal 2025 with 251,441,227 votes for and 34,380,984 against.

A shareholder proposal requesting a greenwashing risk audit received 4,058,782 votes for and 279,690,631 against, and therefore was not approved. Separately, the Board of Directors declared a quarterly cash dividend of $1.30 per share, payable on February 13, 2026 to shareholders of record at the close of business on January 30, 2026.

FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322026-01-152026-01-15

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): January 15, 2026

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 5.07.    Submission of Matters to a Vote of Security Holders

On January 15, 2026, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,957,682 shares of common stock entitled to be voted; 352,303,581 shares were voted in person or by proxy. Shareholders voted on the following matters:

1.The election of each of the directors nominated by the Board of Directors to hold office until the 2027 Annual Meeting of Shareholders and until their successors are elected and qualified;

2.The ratification of the selection of KPMG LLP as the Company's independent auditors for fiscal year 2026;

3.The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2025 as disclosed in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on December 4, 2025; and

4.A shareholder proposal regarding greenwashing risk audit.

All items except item 4 were approved. The results of the votes are set forth below:

Election of Directors

Nominees			For			Against			Abstain			Broker Non-Votes
Susan L. Decker			271,388,023			15,209,023			394,831			65,311,704
Kenneth D. Denman			284,834,609			1,548,385			608,883			65,311,704
Helena B. Foulkes			282,748,943			3,468,233			774,701			65,311,704
Hamilton E. James			272,025,889			14,520,910			445,078			65,311,704
Sally Jewell			282,618,424			3,964,410			409,043			65,311,704
Jeffrey S. Raikes			273,652,014			12,901,665			438,198			65,311,704
Gina M. Raimondo			285,239,485			1,198,976			553,416			65,311,704
John W. Stanton			277,740,958			8,807,979			442,940			65,311,704
Ron M. Vachris			284,866,409			1,694,961			430,507			65,311,704
Maggie Wilderotter			276,414,143			9,947,380			630,354			65,311,704

Ratification of the Selection of Auditors:

For			Against			Abstain
335,155,664			16,539,396			608,521

Advisory Vote on Executive Compensation:

For			Against			Abstain			Broker Non-Votes
251,441,227			34,380,984			1,169,666			65,311,704

Shareholder Proposal Regarding Greenwashing Risk Audit:

For			Against			Abstain			Broker Non-Votes
4,058,782			279,690,631			3,242,464			65,311,704

Item 8.01.    Other Events

The Board of Directors declared a quarterly cash dividend on the Company's common stock of $1.30 per share. The dividend was declared on January 15, 2026, and is payable February 13, 2026, to shareholders of record at the close of business on January 30, 2026.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

99.1.    Press Release dated January 15, 2026.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: January 21, 2026						By:			/s/ John Sullivan
									John Sullivan
									Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Costco (COST) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing ten directors, ratifying KPMG LLP as independent auditors for fiscal 2026, an advisory vote on executive compensation for fiscal 2025, and a shareholder proposal requesting a greenwashing risk audit.

Were all Costco (COST) director nominees elected at the meeting?

Yes. All ten director nominees, including Susan L. Decker, Kenneth D. Denman, Helena B. Foulkes, Hamilton E. James, Sally Jewell, Jeffrey S. Raikes, Gina M. Raimondo, John W. Stanton, Ron M. Vachris, and Maggie Wilderotter, were elected to serve until the 2027 Annual Meeting and until their successors are elected and qualified.

Did Costco (COST) shareholders approve the company’s auditor for fiscal 2026?

Yes. Shareholders ratified the selection of KPMG LLP as Costco’s independent auditors for fiscal 2026, with 335,155,664 votes for, 16,539,396 against, and 608,521 abstentions.

How did Costco (COST) shareholders vote on executive compensation?

On an advisory basis, shareholders approved executive compensation for fiscal 2025, casting 251,441,227 votes for, 34,380,984 against, and 1,169,666 abstentions, with 65,311,704 broker non-votes.

What happened to the Costco (COST) shareholder proposal on a greenwashing risk audit?

The shareholder proposal regarding a greenwashing risk audit was not approved. It received 4,058,782 votes for, 279,690,631 votes against, 3,242,464 abstentions, and 65,311,704 broker non-votes.

What quarterly dividend did Costco (COST) declare and when is it payable?

The Board declared a quarterly cash dividend of $1.30 per share on Costco’s common stock. It is payable on February 13, 2026 to shareholders of record as of the close of business on January 30, 2026.

How many Costco (COST) shares were entitled to vote at the Annual Meeting?

There were 443,957,682 shares of Costco common stock entitled to be voted at the Annual Meeting, and 352,303,581 shares were voted in person or by proxy.