Starbucks Refreshes Governance with Two New Directors

Rhea-AI Filing Summary

Starbucks (Nasdaq:SBUX) filed an 8-K on June 26 2025 announcing that its Board of Directors enlarged its size from nine to 11 and immediately appointed Marissa Mayer and Dambisa F. Moyo as directors effective June 25 2025.

Both will receive a prorated share of the standard non-employee director pay; committee assignments will be determined later. The filing confirms no related-party transactions, family ties, or special arrangements connected to the appointments.

The move refreshes board expertise with technology, consumer-digital and macro-economic perspectives that could strengthen long-term oversight, although no operational or financial guidance was changed.

Positive

• Appointment of high-profile directors Marissa Mayer and Dambisa Moyo expands board to 11, potentially enhancing digital and macro-economic expertise at the governance level.

Negative

• None.

Insights

Corporate Governance Specialist

TL;DR: Board refresh adds tech & macro skill; modest impact.

Expanding to 11 directors and adding high-profile figures diversifies oversight. Mayer’s digital product acumen and Moyo’s global economic insight align with Starbucks’ growth themes. Compensation is standard and no conflicts exist. Strengthens governance optics but offers no immediate earnings catalyst.

Portfolio Manager

TL;DR: Governance housekeeping; stock impact negligible short term.

The appointments enhance strategic bench strength, yet the 8-K lacks revisions to guidance, margins or capital allocation. Institutional investors will likely view the change as neutral until tangible strategy shifts emerge.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 25, 2025

Starbucks Corporation

(Exact name of registrant as specified in its charter)

Washington			000-20322			91-1325671
(State or other jurisdiction of incorporation)			(Commission 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:

Title			Trading Symbol			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.    o

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2025, the Board of Directors (the “Board”) of Starbucks Corporation (the “Company”) increased the number of directors of the Company from nine to 11 and appointed Marissa Mayer and Dambisa F. Moyo to serve as directors on the Board, effective immediately. The Board expects to appoint Ms. Mayer and Dr. Moyo to one or more committees at a later date.

Ms. Mayer and Dr. Moyo will be entitled to a prorated portion of the annual compensation paid to the Company’s non-employee directors. A summary of the compensation the Company provides its non-employee directors is described under the heading “Fiscal year 2024 compensation program for non-employee directors” on page 35 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 24, 2025.

There are no arrangements or understandings pursuant to which either of the new directors was elected as a director, and there are no family relationships with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer and either of the new directors. Furthermore, there are no related party transactions between the Company and either of the new directors that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the press release containing the announcement of Ms. Mayer and Dr. Moyo’s appointment is attached as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Starbucks Corporation Press Release dated June 26, 2025
104						Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

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.

STARBUCKS CORPORATION

Dated:

June 26, 2025

By:

/s/ Bradley E. Lerman

Bradley E. Lerman

executive vice president, chief legal officer

FAQ

Who did SBUX add to its board on June 25 2025?

Starbucks appointed former Yahoo CEO Marissa Mayer and economist Dambisa F. Moyo as new directors, expanding the board from nine to eleven members.

Will Marissa Mayer and Dambisa Moyo receive compensation as SBUX directors?

Yes. They will receive a prorated portion of Starbucks’ standard non-employee director compensation program disclosed in the January 24 2025 proxy statement.

Are there any related-party transactions between Starbucks and the new directors?

No. The 8-K states there are no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.

Did Starbucks announce changes to its executive team in the June 2025 8-K?

No executive departures or appointments were disclosed; the filing is limited to board additions.

Why did Starbucks increase its board size to 11?

To accommodate the immediate appointments of Marissa Mayer and Dambisa Moyo; the filing does not outline further strategic reasons.