Starbucks (NASDAQ: SBUX) holders back board, favor shift to majority voting

Rhea-AI Filing Summary

Starbucks Corporation reported the results of its 2026 Annual Meeting of Shareholders. All eleven director nominees were elected, each receiving several hundred million votes in favor, with substantial broker non-votes recorded on the director slate.

Shareholders approved on an advisory basis the compensation of named executive officers and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending September 27, 2026. Investors also approved a shareholder proposal to replace supermajority voting requirements with majority voting requirements. Several other shareholder proposals, including those seeking an independent board chair and various policy and reporting changes on healthcare, compensation gaps, diagnostic tools, and charitable programs, did not receive shareholder approval.

Insights

Corporate governance analyst

Starbucks shareholders back existing board but favor easier voting thresholds.

The meeting shows strong support for Starbucks’ current board and executive pay, with all eleven nominees elected and the advisory vote on compensation passing by a wide margin. Auditor ratification for Deloitte & Touche LLP also drew very high support.

The notable governance shift is shareholder approval of a proposal to replace supermajority voting requirements with majority voting requirements. If implemented by the company, this would generally make it easier for future governance changes to pass with a simple majority of votes cast.

At the same time, shareholders rejected proposals for an independent board chair and multiple policy and reporting initiatives around healthcare coverage, compensation gaps, use of diagnostic tools, and treatment of religious charities in an employee-gift match program. This combination suggests investors are selectively supporting governance flexibility while largely endorsing existing board leadership and policy frameworks.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Marissa Mayer as director: 867,967,230 votes Say-on-pay support: 774,932,476 votes for Auditor ratification support: 965,325,253 votes for +2 more

5 metrics

Votes for Marissa Mayer as director 867,967,230 votes Election of directors at 2026 Annual Meeting

Say-on-pay support 774,932,476 votes for Advisory vote on executive compensation

Auditor ratification support 965,325,253 votes for Ratification of Deloitte & Touche LLP for fiscal 2026

Majority voting proposal support 823,985,324 votes for Shareholder proposal on supermajority to majority voting

Independent chair proposal support 107,793,749 votes for Shareholder proposal on independent board chair policy

Key Terms

broker non-votes, supermajority shareholder voting requirements, independent registered public accounting firm, independent board chair policy, +1 more

5 terms

broker non-votes financial

"The following is a breakdown of the voting results ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

supermajority shareholder voting requirements regulatory

"Shareholder Proposal Requesting Supermajority Shareholder Voting Requirements be Replaced"

independent registered public accounting firm financial

"selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

independent board chair policy regulatory

"Shareholder Proposal Requesting Adoption of an Independent Board Chair Policy"

advisory basis financial

"shareholders approved, on a nonbinding, advisory basis, the compensation"

Understanding 8-K Material Events →

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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): March 25, 2026

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.    ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 25, 2026, Starbucks Corporation (the “Company”) held its 2026 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 eleven directors nominated by the Company’s Board of Directors to serve until the 2027 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			Withheld			Broker Non-Votes
Ritch Allison			846,955,724			28,832,837			1,081,482			127,972,619
Andy Campion			764,749,951			110,976,652			1,143,440			127,972,619
Beth Ford			808,145,942			66,979,908			1,744,193			127,972,619
Jørgen Vig Knudstorp			828,586,462			46,185,327			2,098,254			127,972,619
Marissa Mayer			867,967,230			7,925,365			977,448			127,972,619
Neal Mohan			865,313,815			10,401,952			1,154,276			127,972,619
Dambisa Moyo			864,744,438			11,015,863			1,109,742			127,972,619
Brian Niccol			830,353,482			43,094,658			3,421,903			127,972,619
Daniel Servitje			841,710,171			33,992,034			1,167,838			127,972,619
Mike Sievert			863,809,451			11,894,524			1,166,068			127,972,619
Wei Zhang			855,876,306			19,854,913			1,138,824			127,972,619

Proposal 2 - Advisory Resolution on Executive Compensation

At the Annual Meeting, the shareholders approved, on a nonbinding, advisory basis, the compensation paid to the Company’s named executive officers. The following is a breakdown of the voting results:

For			Against			Abstain			Broker Non-Votes
774,932,476			99,362,557			2,575,010			127,972,619

Proposal 3 - Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026

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 September 27, 2026. The following is a breakdown of the voting results:

For			Against			Abstain			Broker Non-Votes
965,325,253			38,304,225			1,213,184			——

Proposal 4 - Shareholder Proposal Requesting Supermajority Shareholder Voting Requirements be Replaced with Majority Voting Requirements

At the Annual Meeting, the shareholders approved a shareholder proposal requesting supermajority shareholder voting requirements be replaced with majority voting requirements. The following is a breakdown of the voting results:

For			Against			Abstain			Broker Non-Votes
823,985,324			17,573,051			30,866,556			132,323,108

Proposal 5 - Shareholder Proposal Requesting Adoption of an Independent Board Chair Policy

At the Annual Meeting, the shareholders did not approve a shareholder proposal requesting adoption of an independent board chair policy. The following is a breakdown of the voting results:

For			Against			Abstain			Broker Non-Votes
107,793,749			763,797,502			5,278,792			127,972,619

Proposal 6 - Shareholder Proposal Requesting a Report on the Company’s Apparent Exclusion of Detransitioning in its Healthcare Coverage

At the Annual Meeting, the shareholders did not approve a shareholder proposal requesting a report on the Company’s apparent exclusion of detransitioning in its healthcare coverage. The following is a breakdown of the voting results:

For			Against			Abstain			Broker Non-Votes
8,169,593			861,170,343			7,530,107			127,972,619

Proposal 7 - Shareholder Proposal Requesting a Report on Median Compensation and Benefits Gaps as They Address Reproductive and Gender Dysphoria Care

At the Annual Meeting, the shareholders did not approve a shareholder proposal requesting a report on median compensation and benefits gaps as they address reproductive and gender dysphoria care. The following is a breakdown of the voting results:

For			Against			Abstain			Broker Non-Votes
5,153,879			864,501,617			7,214,547			127,972,619

Proposal 8 - Shareholder Proposal Requesting a Report on the Company’s Use of Diagnostic Tools Created by Politicized Corporate Partners

At the Annual Meeting, the shareholders did not approve a shareholder proposal requesting a report on the Company’s use of diagnostic tools created by politicized corporate partners. The following is a breakdown of the voting results:

For			Against			Abstain			Broker Non-Votes
6,335,450			863,459,994			7,074,599			127,972,619

Proposal 9 - Shareholder Proposal Requesting a Report on the Risks of the Company Excluding Religious Charities from its Employee-Gift Match Program

At the Annual Meeting, the shareholders did not approve a shareholder proposal requesting a report on the risks of the Company excluding religious charities from its employee-gift match program. The following is a breakdown of the voting results:

For			Against			Abstain			Broker Non-Votes
5,749,240			864,268,337			6,852,466			127,972,619

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 26, 2026.

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:

March 30, 2026

By:

/s/ Joshua C. Gaul

Joshua C. Gaul

vice president, assistant general counsel and corporate secretary

FAQ

What did Starbucks (SBUX) shareholders decide at the 2026 annual meeting?

Shareholders elected all eleven director nominees, approved advisory executive compensation, and ratified Deloitte & Touche LLP as auditor. They also backed a shareholder proposal to move from supermajority to majority voting, while rejecting several other shareholder proposals on governance and social policy topics.

Did Starbucks (SBUX) shareholders approve the advisory vote on executive compensation?

Yes. Shareholders approved Starbucks’ advisory resolution on executive compensation with 774,932,476 votes for, 99,362,557 against, and 2,575,010 abstentions. This result indicates broad investor support for the company’s named executive officer pay program at the 2026 Annual Meeting of Shareholders.

How did Starbucks (SBUX) shareholders vote on the auditor ratification for 2026?

Shareholders ratified Deloitte & Touche LLP as Starbucks’ independent registered public accounting firm for the fiscal year ending September 27, 2026, with 965,325,253 votes for, 38,304,225 against, and 1,213,184 abstentions. No broker non-votes were recorded on this proposal at the meeting.

What governance-related shareholder proposals were approved at Starbucks (SBUX)?

Shareholders approved a proposal requesting that Starbucks replace supermajority shareholder voting requirements with majority voting requirements, with 823,985,324 votes for, 17,573,051 against, and 30,866,556 abstentions, plus 132,323,108 broker non-votes. This outcome signals support for simplifying future voting thresholds if the board implements it.

Did Starbucks (SBUX) shareholders support an independent board chair policy?

No. A shareholder proposal requesting adoption of an independent board chair policy received 107,793,749 votes for and 763,797,502 against, with 5,278,792 abstentions and 127,972,619 broker non-votes. The result indicates investors did not endorse separating the chair role from company management at this time.

How did Starbucks (SBUX) shareholders vote on social and policy reporting proposals?

Shareholders voted against several proposals seeking reports on detransitioning coverage, compensation and benefits gaps, use of diagnostic tools by politicized partners, and exclusion of religious charities from an employee-gift match program. Each proposal received single-digit millions of votes in favor and over 860 million votes against, plus broker non-votes.

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