Shareholder Vote · Company Update

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 18, 2024 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 18, 2024, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,830,261 shares of common stock entitled to be voted; 349,875,734 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 2025 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 2024; 3. The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2023 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 7, 2023; and 4. A shareholder proposal concerning fiduciary carbon-emission relevance report. All items except 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 276,514,711 13,022,702 340,703 59,997,618 Kenneth D. Denman 280,951,769 8,536,480 389,867 59,997,618 Helena B. Foulkes 288,727,549 795,960 354,607 59,997,618 Richard A. Galanti 265,099,771 24,428,113 350,232 59,997,618 Hamilton E. James 270,884,767 18,314,000 679,349 59,997,618 W. Craig Jelinek 279,194,861 10,354,740 328,515 59,997,618 Sally Jewell 285,862,191 3,686,225 329,700 59,997,618 Jeffrey S. Raikes 265,742,092 23,709,704 426,320 59,997,618 John W. Stanton 283,533,310 5,959,091 385,715 59,997,618 Ron M. Vachris 284,808,955 4,719,117 350,044 59,997,618 Maggie Wilderotter 279,916,125 9,609,714 352,277 59,997,618 Ratification of the Selection of Auditors: For Against Abstain 335,459,386 13,924,221 492,127 Advisory Vote on Executive Compensation: For Against Abstain Broker Non-Votes 272,952,384 15,719,025 1,206,707 59,997,618 Shareholder proposal concerning fiduciary carbon-emission relevance report: For Against Abstain Broker Non-Votes 5,557,589 280,253,734 4,066,793 59,997,618 Item 8.01.     Other Events The Board of Directors declared a quarterly cash dividend on the Company's common stock. The dividend of $1.02 per share declared on January 18, 2024, is payable February 16, 2024, to shareholders of record at the close of business on February 2, 2024. Item 9.01.     Financial Statements and Exhibits (d) Exhibits. 99.1.     Press Release dated January 18, 2024. 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 22, 2024 By: /s/ John Sullivan John Sullivan Executive Vice President, General Counsel and Corporate Secretary