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 20, 2022     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 20, 2022, Costco Wholesale Corporation (the “Company”) held its Annual Meeting of Shareholders. There were 443,434,322 shares of common stock entitled to be voted; 344,425,883 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 2023 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 2022;   3. The approval, on an advisory basis, of the compensation of the Company’s executive officers for fiscal year 2021 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, 2021;   4. A shareholder proposal regarding charitable giving reporting;   5. A shareholder proposal regarding the adoption of GHG emissions reduction targets; and   6. A shareholder proposal regarding report on racial justice and food equity. All items except 4 and 6 were approved. The results of the votes are set forth below: Election of Directors   Nominees    For      Against      Abstain      Broker Non-Votes Susan L. Decker      258,387,497        27,357,545        418,974      58,261,867 Kenneth D. Denman      279,424,861        6,275,233        463,922      58,261,867 Richard A. Galanti      262,118,618        23,189,011        856,387      58,261,867 Hamilton E. James      268,725,647        16,894,467        543,902      58,261,867 W. Craig Jelinek      281,852,335        3,854,158        457,523      58,261,867 Sally Jewell      284,114,884        1,625,826        423,306      58,261,867 Charles T. Munger      243,710,075        41,974,029        479,912      58,261,867 Jeffrey S. Raikes      231,543,000        54,125,557        495,459      58,261,867 John W. Stanton      281,849,915        3,822,586        491,515      58,261,867 Maggie Wilderotter      224,658,142        60,999,558        506,316      58,261,867 Ratification of the Selection of Auditors:   For   Against   Abstain 336,032,085   7,829,768   564,030 Advisory Vote on Executive Compensation:   For   Against   Abstain   Broker Non-Votes 272,585,623   12,617,670   960,723   58,261,867 Shareholder proposal regarding charitable giving reporting:   For   Against   Abstain   Broker Non-Votes 9,012,629   275,313,891   1,837,496   58,261,867 Shareholder proposal regarding the adoption of GHG emissions reduction targets:   For   Against   Abstain   Broker Non-Votes 190,706,448   81,938,063   13,519,505   58,261,867 Shareholder proposal regarding report on racial justice and food equity:   For   Against   Abstain   Broker Non-Votes 47,223,921   225,319,348   13,620,747   58,261,867     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 25, 2022.   COSTCO WHOLESALE CORPORATION By:   /s/ John Sullivan   John Sullivan   Executive Vice President, General Counsel and Secretary   3