SBUX - 3.22.13 - 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2013
 Starbucks Corporation
(Exact Name of Registrant as Specified in its Charter)


Washington
 
0-20322
 
91-1325671
(State or Other Jurisdiction of
Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
2401 Utah Avenue South, Seattle, Washington 98134
(Address of Principal Executive Offices)
(206) 447-1575
(Registrant’s Telephone Number, including Area Code)


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:
o 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o  
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of Starbucks Corporation (the “Company”) held on March 20, 2013 (the “2013 Annual Meeting”), the Company's shareholders approved an amendment and restatement of the 2005 Long-Term Equity Incentive Plan (the “Plan”), including an increase in the number of authorized shares under the Plan. The Board of Directors of the Company (the “Board”) had previously adopted the amended and restated Plan on December 12, 2012, subject to shareholder approval.
The amendments to the Plan were: (1) an increase in the number of shares authorized for issuance under the Plan by 45 million shares, (2) an extension of the term of the Plan by 10 years, and (3) certain other administrative changes. The foregoing summary of the Plan amendments is qualified in its entirety by reference to Appendix A to the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 25, 2013 (the “Proxy Statement”) which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2013 Annual Meeting, the Company's shareholders voted on (1) the election of 12 directors nominated by the Board to serve until the 2014 Annual Meeting of Shareholders and until their successors are elected and qualified, (2) an advisory resolution to approve executive compensation, (3) an amendment and restatement of the Plan, including an increase in the number of authorized shares under the Plan, (4) the ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 29, 2013, and (5) a shareholder proposal to prohibit political spending.
The table below sets forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company's shareholders.

Proposal 1: Election of Directors
Votes For

Votes Against

Abstentions

 Broker Non-Votes

Howard Schultz
514,047,145

15,090,509

2,614,629

116,485,582

William W. Bradley
529,367,779

1,381,080

1,003,424

116,485,582

Robert M. Gates
529,298,061

1,459,468

994,754

116,485,582

Mellody Hobson
525,520,092

5,264,917

967,274

116,485,582

Kevin R. Johnson
520,846,073

9,817,429

1,088,781

116,485,582

Olden Lee
520,507,773

10,193,703

1,050,807

116,485,582

Joshua Cooper Ramo
527,993,149

2,718,041

1,041,093

116,485,582

James G. Shennan, Jr.
515,707,064

14,982,339

1,062,880

116,485,582

Clara Shih
528,140,588

2,633,467

978,228

116,485,582

Javier G. Teruel
520,832,748

9,797,722

1,121,813

116,485,582

Myron E. Ullman, III
520,871,574

9,838,436

1,042,273

116,485,582

Craig E. Weatherup
526,044,991

4,653,071

1,054,221

116,485,582

Proposal 2: Advisory Resolution to Approve Executive Compensation
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
384,752,383
145,192,112
1,807,788
116,485,582
 
 
 
 
 
Proposal 3: Approval of Amended and Restated 2005 Long-Term Equity Incentive Plan, including an increase in the number of authorized shares under the plan
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
488,922,337
41,287,248
1,542,698
116,485,582
 
 
 
 
 
Proposal 4: Ratification of Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ended September 29, 2013
Votes For
Votes Against
Abstentions
 
638,549,671
7,999,524
1,688,670
 
 
 
 
 
 
Proposal 5: Shareholder Proposal to Prohibit Political Spending
Votes For
Votes Against
Abstentions
Broker Non-Votes
 
19,812,805
499,870,464
12,069,014
116,485,582
 
 
 
 
 






SIGNATURES

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.

 
 
 
 
STARBUCKS CORPORATION
 
 
 
Dated: March 22, 2013
  
 
 
By:  
  /s/ Lucy Lee Helm
 
 
Lucy Lee Helm
 
 
executive vice president, general counsel and secretary