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 23, 2025 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 23, 2025, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,960,469 shares of common stock entitled to be voted; 352,418,324 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 2026 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 2025; 3. The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2024 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 11, 2024; and 4. A shareholder proposal requesting report on the risks of maintaining DEI efforts. All items except item 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 274,157,896 15,586,916 472,590 62,200,922 Kenneth D. Denman 286,161,241 3,540,494 515,667 62,200,922 Helena B. Foulkes 284,260,541 5,465,299 491,562 62,200,922 Hamilton E. James 275,082,997 14,385,175 749,230 62,200,922 Sally Jewell 286,097,223 3,261,276 858,903 62,200,922 Jeffrey S. Raikes 269,901,670 19,805,255 510,477 62,200,922 John W. Stanton 285,382,381 4,313,994 521,027 62,200,922 Ron M. Vachris 287,669,495 1,937,922 609,985 62,200,922 Maggie Wilderotter 274,093,600 15,417,155 706,647 62,200,922 Ratification of the Selection of Auditors: For Against Abstain 337,431,489 14,385,412 601,423 Advisory Vote on Executive Compensation: For Against Abstain Broker Non-Votes 273,942,963 15,312,907 961,532 62,200,922 Shareholder proposal requesting report on the risks of maintaining DEI efforts: For Against Abstain Broker Non-Votes 4,857,195 281,267,612 4,092,595 62,200,922 Item 8.01.     Other Events The Board of Directors declared a quarterly cash dividend on the Company's common stock. The dividend of $1.16 per share declared on January 23, 2025, is payable February 21, 2025, to shareholders of record at the close of business on February 7, 2025. Item 9.01.     Financial Statements and Exhibits (d) Exhibits. 99.1.     Press Release dated January 23, 2025. 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 27, 2025 By: /s/ John Sullivan John Sullivan Executive Vice President, General Counsel and Corporate Secretary