Shareholder Vote

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 22, 2020   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 $.01 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 22, 2020, Costco Wholesale Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 441,784,433 shares of common stock entitled to be voted; 359,036,612 shares were voted in person or by proxy. Shareholders voted on the following matters: 1. The election of each of the four directors nominated by the Board of Directors to hold office until the 2021 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 2020; 3. The approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2019 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 10, 2019; 4. Approval to amend the Articles of Incorporation to permit removal of directors without cause; 5. A shareholder proposal regarding a director skills matrix and disclosure of board ideology. All items except Item 5 were approved. The results of the votes are set forth below: Election of Directors Nominees   For     Withheld     Broker  Non-Votes   Susan L. Decker     286,299,043       10,279,137       62,458,432   Richard A. Galanti     279,535,213       17,042,967       62,458,432   Sally Jewell     295,564,106       1,014,074       62,458,432   Charles T. Munger     282,665,971       13,912,209       62,458,432   Ratification of the Selection of Auditors For   Against   Abstain 353,188,495   5,300,606   547,511 Advisory Vote on Executive Compensation For   Against   Abstain   Broker Non-Votes 286,426,908   9,377,518   773,754   62,458,432 Approval to amend the Articles of Incorporation to permit removal of directors without cause For   Against   Abstain   Broker Non-Votes 294,219,685   1,704,912   653,583   62,458,432 Shareholder Proposal regarding a director skills matrix and disclosure of board ideology For   Against   Abstain   Broker Non-Votes 4,222,775   289,623,523   2,731,882   62,458,432 2 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, on January 28, 2020. COSTCO WHOLESALE CORPORATION       By:   /s/ John Sullivan   John Sullivan   Senior Vice President, General Counsel and Secretary 3