COSTCO WHOLESALE CORP /NEW 8-K

What Happened

• Costco Wholesale Corporation filed an 8-K (dated Jan. 21, 2026) reporting results from its Annual Meeting of Shareholders held on January 15, 2026. A total of 443,957,682 shares were entitled to vote and 352,303,581 shares were voted in person or by proxy.
• All director nominees listed by the Board were elected to hold office through the 2027 annual meeting. The company also ratified KPMG LLP as its independent auditors for fiscal 2026 and the advisory (non-binding) vote on executive compensation for fiscal 2025 was approved. A shareholder proposal requesting a greenwashing risk audit was not approved.
• The Board declared a cash dividend of $0.30 per share on January 15, 2026, payable February 13, 2026 to shareholders of record at the close of business on January 30, 2026.

Key Details

• Shares entitled to vote: 443,957,682; shares voted: 352,303,581.
• Director vote ranges (For votes): roughly 271.4M to 285.2M per nominee; broker non-votes: 65,311,704.
• Ratification of auditors (KPMG): For 335,155,664; Against 16,539,396; Abstain 608,521.
• Advisory (say-on-pay) vote: For 251,441,227; Against 34,380,984; Abstain 1,169,666; broker non-votes 65,311,704.
• Shareholder greenwashing audit proposal: For 4,058,782; Against 279,690,631; Abstain 3,242,464 (rejected by large margin).

Why It Matters

• Board and auditor approvals maintain continuity in governance and external audit oversight, which affect corporate oversight and financial reporting reliability.
• The approved advisory vote on executive compensation signals shareholder support for the company’s executive pay disclosures for fiscal 2025 (though advisory and non-binding).
• The rejected shareholder proposal shows limited investor support for the requested greenwashing risk audit at this meeting.
• The $0.30 dividend provides a near-term cash return to shareholders and sets the payable and record dates for investors tracking income.