SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Soliciting Material Under Rule 14a-12 |
Starbucks Corporation
(Name of Registrant as Specified in Its Charter)
Strategic Organizing Center
Service Employees International Union
Mary Kay Henry
Ahmer Qadeer
Michael Zucker
Joshua Gotbaum
Maria Echaveste
Wilma B. Liebman
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
Strategic Organizing Center Comments on Starbucks’
Recent Efforts to Reframe its Track Record of Human
Capital Mismanagement
Believes Starbucks’ series of labor-related
promises and governance reforms represent a clear acknowledgment that change is needed and that the Board’s oversight of human capital
strategy must improve
SOC recently nominated three independent candidates
for the Starbucks Board with relevant experience to enhance human capital management practices, facilitate constructive outcomes for labor
issues and oversee engagement with policymakers and regulators
WASHINGTON – December
20, 2023 – The Strategic Organizing Center (the “SOC”), a shareholder of Starbucks Corporation (Nasdaq: SBUX) (“Starbucks”
or the “Company”), today addressed the recent series of labor-related announcements and statements issued by the Company.1
Previously, on November 21, 2023, the SOC announced it had nominated three director candidates – Maria Echaveste, Hon. Joshua Gotbaum
and Wilma Liebman – for election to the Starbucks Board of Directors (the “Board”) at the upcoming 2024 Annual Meeting
of Shareholders (the “Annual Meeting”).
The SOC is a coalition of
labor unions, including the Service Employees International Union (“SEIU”). The SOC-affiliated unions represent more than
2.3 million union members.
Today the SOC stated:
“Since the
SOC made clear its intention to nominate directors for election to Starbucks’ Board at the upcoming Annual Meeting, the Company
has issued numerous announcements related to its purported commitment to improving relations with its employees. These have included the
formation of a new Board committee, a public letter to Workers United seeking to reengage negotiations and a letter to shareholders regarding
the proposal that received majority support at the 2023 Annual Meeting of Shareholders asking for a report on Starbucks’ labor practices.
While the optimistic
view would be to see some of these steps as encouraging, the reality is that we will only be able to judge their significance based on
what the current Board does, not what it says.
The timing of
this flurry of activity is also not a coincidence. While we recognize some of these announcements may have been in the works prior to
the Company becoming aware of the SOC’s decision to put forward directors, we believe this level of response, in the aggregate,
represents a clear acknowledgment that the Board’s oversight of its human capital strategy has been severely misguided and that
even Starbucks recognizes that change is needed.
Notably, Starbucks’ own report, released
on December 13, 2023, states that the Company did not understand or give consideration to its labor rights commitments in the context
of recent organizing. The report repeatedly references Starbucks’ weak governance during the emergence of union organizing activity
in 2021 and contains myriad examples of the Company’s actions allegedly taken in opposition to workers’ organizing, which
resulted in adverse Administrative Law Judge decisions. Ironically, on the same day as the report’s release, the National Labor
Relations Board (“NLRB”) – the federal agency responsible for protecting workers’ rights – issued a complaint
alleging that Starbucks unlawfully closed 23 union and non-union stores across the country.2 The NLRB ordered the Company to
immediately reopen these stores and make workers whole, among other measures.
____________________
1 Relevant Company announcements and
statements include: (i) press release, dated November 20, 2023, “Starbucks Announces Intention to Establish New Environmental, Partner
and Community Impact Board Committee Focused on Oversight of Stakeholder Promises”; (ii) letter, dated December 8, 2023, “Message
from Sara: Our Outreach to Resume Contract Bargaining with Workers United”; (iii) letter, dated December 11, 2023, “Letter
from Starbucks ceo: Affirming what we stand for”; and (iv) statement, dated December 13, 2023, “Starbucks Reaffirms Its Commitment
to the Principles of Freedom of Association and the Right to Collective Bargaining.”
2 NLRB complaint filed December 13, 2023
(see complaint here).
Since November 2021, the NLRB has issued
over 120 complaints against Starbucks, covering about 420 charges of violating federal labor law. We believe the current Board’s
failure to properly oversee the Company’s response to these and other human capital-related issues has directly increased operational,
legal and reputational risks for Starbucks over the past several years.
If Starbucks and its Board are truly serious
about repairing the relationship with the Company’s workers and beginning to undo the damage to the value of its brand, the SOC
believes our candidates have the experience to help. Our nominees – Maria Echaveste, Hon. Joshua Gotbaum and Wilma Liebman –
can bring fresh perspectives and the right experience enhancing human capital management practices, facilitating constructive outcomes
for labor issues and successfully engaging with policymakers and regulators. These are the skillsets urgently needed on the Board to help
safeguard the best interests of Starbucks’ shareholders, customers and employees. For more on our nominees, including their full
biographies, see here.
Ultimately, we
hope the Board is sincere about wanting to strengthen ‘Starbucks’ governance framework’ and reset its relationship
with its employees. However, as the Company’s own actions make clear, the status quo is not working.”3
***
DISCLAIMER
This material does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and
opinions in this press release and the material contained herein are for general information only, and are not intended to provide investment
advice. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future
events are “forward-looking statements,” which are not guarantees of future performance or results, and the words “will,”
“anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,”
“estimate,” and similar expressions are generally intended to identify forward-looking statements. Any projected results and/or
statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date
of this press release and involve risks that may cause the actual results to be materially different. Certain information included in
this press release is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy
or completeness of such data, and any analyses provided to assist the recipient of this press release in evaluating the matters described
herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results.
Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future
results. Any figures are unaudited estimates and subject to revision without notice. The SOC disclaims any obligation to update the information
herein and reserve the right to change any of their opinions expressed herein at any time as they deem appropriate. Past performance is
not indicative of future results.
IMPORTANT INFORMATION
The SOC, the SEIU, Mary Kay Henry, Ahmer Qadeer,
Michael Zucker, Maria Echaveste, Joshua Gotbaum, and Wilma B. Liebman (collectively, the “Participants”) intend to file a
definitive proxy statement and accompanying proxy card (the “Proxy Statement”) with the SEC to be used to solicit proxies
in connection with the 2024 annual meeting of shareholders (the “Annual Meeting”) of Starbucks Corporation (the “Company”).
All shareholders of the Company are advised to read the Proxy Statement and other documents related to the solicitation of proxies, each
in connection with the Annual Meeting, by the Participants when they become available, as they will contain important information, including
additional information related to the Participants. The Proxy Statement and an accompanying BLUE proxy card will be furnished to some
or all of the Company’s stockholders and will be, along with other relevant documents, available at no charge on the SEC website
at http://www.sec.gov.
____________________
3 The Company’s “Abridged
Report to Starbucks Board of Directors Concerning Starbucks’ adherence to freedom of association and collective bargaining commitments
in its Global Human Rights Statement” (see full report here).
Information about the Participants
and a description of their direct or indirect interests by security holdings or otherwise is contained in Exhibit 1 to the Schedule 14A
filed by the Participants with the SEC on December 19, 2023. This document is available free of charge from the sources described above.
Investor Contact
Okapi Partners
Bruce Goldfarb / Pat McHugh,
(212) 297-0720
info@okapipartners.com
Media Contacts
Longacre Square Partners
soc-sbux@longacresquare.com
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