Item 5. Other Information
Item 5—Other Information
On December 16, 2023, Costco Wholesale Corporation entered into an executive employment agreement, effective January 1, 2024, with Ron Vachris. He will be employed as President and Chief Executive Officer for a one-year term beginning January 1, 2024; the Agreement may be renewed for one or more additional one-year terms upon the written agreement of both parties. The agreement provides for, among other things, an annual base salary of $1.15 million and upon involuntary termination of employment (other than for cause, death or disability) or resignation for good reason severance of 1.5 times annual base salary and target bonus, and accelerated vesting of certain equity awards. This description is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.2 to this Form 10-Q.
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Item 6—Exhibits
The following exhibits are filed as part of this Quarterly Report on Form 10-Q or are incorporated herein by reference.
Incorporated by Reference
Exhibit
Number Exhibit Description Filed
Herewith Form Period
Ending Filing Date
3.1 Articles of Incorporation as amended of Costco Wholesale Corporation
10-K 8/28/2022 10/5/2022
3.2 Bylaws as amended of Costco Wholesale Corporation
8-K 8/10/2023
10.1* Fiscal 2024 Executive Bonus Plan
8-K 11/24/2023
10.2* Executive Employment Agreement effective January 1, 2024, between Ron Vachris and Costco Wholesale Corporation
x
31.1 Rule 13(a) – 14(a) Certifications
x
32.1 Section 1350 Certifications
x
101.INS Inline XBRL Instance Document x
101.SCH Inline XBRL Taxonomy Extension Schema Document x
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document x
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document x
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document x
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document x
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) x
_____________________
* Management contract, compensatory plan or arrangement.
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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, thereunto duly authorized.
C OSTCO W HOLESALE C ORPORATION
(Registrant)
December 20, 2023 By /s/ W. C RAIG J ELINEK
Date W. Craig Jelinek
Chief Executive Officer and Director
December 20, 2023 By /s/ R ICHARD A. G ALANTI
Date Richard A. Galanti
Executive Vice President, Chief Financial Officer and Director
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.