Form 8-K - Current report

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): February 5, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 6, 2024, Costco announced that Richard Galanti will retire as Costco’s Chief Financial Officer, effective March 15, 2024, following nearly forty years of distinguished service to the Company. Mr. Galanti will remain an Executive Vice President and a member of the Board of Directors.

The Board of Directors has appointed Gary Millerchip as an Executive Vice President, effective February 29, 2024, and Costco’s Chief Financial Officer to succeed Mr. Galanti, effective March 15, 2024. Mr. Millerchip, age 52, previously served as Senior Vice President and Chief Financial Officer of The Kroger Co. from April 2019 to February 2024 and, prior to that, as Chief Executive Officer of Kroger Personal Finance since July 2010.

In his role as Executive Vice President and Chief Financial Officer of Costco, Mr. Millerchip will receive (a) an annual base salary of $900,000, (b) eligibility for a prorated annual cash incentive bonus in accordance with the Company’s Fiscal 2024 Executive Bonus Plan, and (c) eligibility for annual performance-based restricted stock unit grants, including a grant of RSUs on or around March 11, 2024 with a target value of $2.8 million and annual grants thereafter (commencing with the next company-wide grant expected to occur in October 2024 with a target value of $5.6 million), in each case vesting over five years in equal installments and subject to performance conditions. In consideration of compensation and equity grants from his previous employer forfeited as a result of resigning his position to join Costco, Mr. Millerchip will also receive (i) a cash payment of $4 million, $2 million subject to repayment if he is not employed on March 1, 2025 and $1 million subject to repayment if he is not employed on March 1, 2026, and (ii) a grant of RSUs with a target value of $7 million vesting over three years in equal installments based on continued employment.

Item 7.01. Regulation FD Disclosure

A copy of the Company's press release relating to the announcement described in Item 5.02, dated February 6, 2024, is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

99.1. Press release dated February 6, 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: February 9, 2024	By:	/s/ John Sullivan
		John Sullivan
		Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

Press Release

COSTCO WHOLESALE CORPORATION ANNOUNCES RICHARD GALANTI WILL STEP DOWN AS CFO, NAMES GARY MILLERCHIP NEW CFO

ISSAQUAH, Wash., Feb. 06, 2024 (GLOBE NEWSWIRE) -- Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) announced today that Richard Galanti has confirmed his intention to step down as Chief Financial Officer, effective March 15, 2024. The Board of Directors has named Gary Millerchip as Executive Vice President and Chief Financial Officer, effective March 15, 2024.

Gary brings extensive retail and finance experience to Costco, serving as Senior Vice President and Chief Financial Officer at The Kroger Co. since April 2019. Gary spent 15 years at The Kroger Co., preceded by more than 20 years in banking, most recently with the NatWest Group (formerly Royal Bank of Scotland) in the U.K.

Richard will remain with the Company through January 2025, serving in an advisory role, assisting Gary during the transition, and continuing on the Board of Directors. Costco Chief Executive Officer Ron Vachris stated: “Over his nearly forty-year tenure as chief financial officer at the Company Richard has made innumerable and invaluable contributions to its success. He is widely known, admired, and respected among our shareholders, employees, business partners, and others. We express our deepest gratitude for his long and loyal service.”

Costco currently operates 874 warehouses, including 602 in the United States and Puerto Rico, 108 in Canada, 40 in Mexico, 33 in Japan, 29 in the United Kingdom, 18 in Korea, 15 in Australia, 14 in Taiwan, six in China, four in Spain, two in France, and one each in Iceland, New Zealand and Sweden. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan and Australia.

Certain statements contained in this document constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs), energy and certain commodities, geopolitical conditions (including tariffs and the Ukraine conflict), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, public-health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with GAAP.

CONTACTS: Costco Wholesale Corporation

David Sherwood, 425/313-8239

Josh Dahmen, 425/313-8254

COST-Comp

Cover	Feb. 05, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000909832
Document Type	8-K
Document Period End Date	Feb. 05, 2024
Entity Registrant Name	COSTCO WHOLESALE CORP /NEW
Entity Incorporation, State or Country Code	WA
Entity File Number	0-20355
Entity Tax Identification Number	91-1223280
Entity Address, Address Line One	999 Lake Drive
Entity Address, City or Town	Issaquah
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98027
City Area Code	425
Local Phone Number	313-8100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.005 per share
Trading Symbol	COST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false