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 21, 2021     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 21, 2020, Costco Wholesale Corporation (the “Company”) held its Annual Meeting of Shareholders. There were 442,955,229 shares of common stock entitled to be voted; 358,019,124 shares were voted in person or by proxy. Shareholders voted on the following matters:   1. The election of each of the seven directors nominated by the Board of Directors to hold office until the 2022 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 2021; and   3. The approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2020 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, 2020; All items were approved. The results of the votes are set forth below: Election of Directors:   Nominees    For      Withheld      Broker Non-Votes   Susan L. Decker      280,039,108        12,988,727        64,991,289   Kenneth D. Denman      290,796,981        2,230,854        64,991,289   Richard A. Galanti      270,933,440        22,094,395        64,991,289   W. Craig Jelinek      288,767,038        4,260,797        64,991,289   Sally Jewell      289,573,871        3,453,964        64,991,289   Charles T. Munger      262,300,886        30,726,949        64,991,289   Jeffrey S. Raikes      283,009,272        10,018,563        64,991,289   Ratification of the Selection of Auditors:   For    Against    Abstain      351,816,445    5,702,835    499,844    Advisory Vote on Executive Compensation:   For    Against    Abstain    Broker Non-Votes 279,362,438    12,792,584    872,813    64,991,289 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 26, 2021.   COSTCO WHOLESALE CORPORATION By:   /s/ John Sullivan   John Sullivan   Senior Vice President, General Counsel and Secretary