What changed in this filing

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Item 9A. Controls and Procedures

2023-11-17 compared with 2022-11-18 · 65 added, 39 removed, 227 unchanged (31% of the section changed)

3 unchanged sentences

Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

During the fourth quarter of fiscal 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our interim chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

During the fourth quarter of fiscal 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report (October 1, 2023).

39 unchanged sentences

Other Information

Insider Adoption or Termination of Trading Arrangements:

During the fiscal quarter ended October 1, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Character of Trading Arrangement (1)

Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

Other Material Terms

Date Terminated

executive vice president, chief partner officer August 5, 2023 Rule 10b5-1 Trading Arrangement

Up to 3,500 shares to be Sold (2)

(1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

Kelly’s trading plan provides for the sale of up to 500 shares on a monthly basis beginning in November 2023 with 250 shares subject to a limit price of $110.

(3) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or the expiration of all of the orders relating to such trades, or (b) the date listed in the table.

The trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

(4) The arrangement also provides for automatic expiration in the event of Ms.

Kelly’s death, bankruptcy or insolvency.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

Information regarding our executive officers is set forth in Item 1 of Part I of this Report under the caption “Information about our Executive Officers.”

We adopted a code of ethics that applies to our chief executive officer, chief financial officer, controller and other finance leaders, which is a “code of ethics” as defined by applicable rules of the SEC.

We adopted a code of ethics that applies to our chief executive officer, chief financial officer, chief accounting officer, controller and other finance leaders, which is a “code of ethics” as defined by applicable rules of the SEC.

This code is publicly available on our website at www.starbucks.com/about-us/company-information/corporate-governance.

If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code to our chief executive officer, chief financial officer, chief accounting officer or controller, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at www.starbucks.com/about-us/company-information/corporate-governance or in a report on Form 8-K filed with the SEC.

The remaining information required by this item is incorporated herein by reference to the sections entitled “Proposal 1 - Election of Directors,” “Beneficial Ownership of Common Stock,” “Corporate Governance” and “Corporate Governance - Audit and Compliance Committee” in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on March 13, 2024 (the “Proxy Statement”).

We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement in a section entitled “Delinquent Section 16(a) Reports”, and such disclosure, if any, is incorporated herein by reference.

Executive Compensation

5 unchanged sentences

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the sections entitled “Proposal 4 - Ratification of Selection of Deloitte & Touche LLP (PCAOB ID No.

34 ) as our Independent Registered Public Accounting Firm - Independent Registered Public Accounting Firm Fees” and “Proposal 4 - Ratification of Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm - Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm” in the Proxy Statement.

The information required by this item is incorporated by reference to the sections entitled “Proposal 3 - Ratification of Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm - Independent Registered Public Accounting Firm Fees” and “Proposal 3 - Ratification of Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm - Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm” in the Proxy Statement.

Exhibits and Financial Statement Schedules

2 unchanged sentences

The following financial statements are included in Part II, Item 8 of this 10-K:

• Consolidated Statements of Earnings for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020;

• Consolidated Statements of Comprehensive Income for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020;

• Consolidated Statements of Earnings for the fiscal years ended October 1, 2023, October 2, 2022 and October 3, 2021;

• Consolidated Statements of Comprehensive Income for the fiscal years ended October 1, 2023, October 2, 2022 and October 3, 2021;

• Consolidated Balance Sheets as of October 1, 2023 and October 2, 2022;

• Consolidated Statements of Cash Flows for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020;

• Consolidated Statements of Equity for the fiscal years ended October 2, 2022, October 3, 2021 and September 27, 2020;

• Consolidated Statements of Cash Flows for the fiscal years ended October 1, 2023, October 2, 2022 and October 3, 2021;

• Consolidated Statements of Equity for the fiscal years ended October 1, 2023, October 2, 2022 and October 3, 2021;

• Notes to Consolidated Financial Statements;

• Reports of Independent Registered Public Accounting Firm

• Reports of Independent Registered Public Accounting Firm (PCAOB ID No.

Financial Statement Schedules

10 unchanged sentences

Indenture, dated as of September 15, 2016, by and between Starbucks Corporation and U.S.

Bank National Association, as trustee

Bank Trust Company, National Association, as trustee (as successor in interest to U.S.

Bank National Association)

S-3ASR 333-213645

14 unchanged sentences

8-K 0-20322 2/28/2018 4.4

Form of 3.500% Senior Notes due March 1, 2028

8-K 0-20322 2/28/2018 4.4

Fourth Supplemental Indenture, dated as of August 10, 2018, by and between Starbucks Corporation and U.S.

9 unchanged sentences

Form of 4.500% Senior Notes due November 15, 2048

8/10/2018 4.2

Fifth Supplemental Indenture, dated as of May 13, 2019, by and between Starbucks Corporation and U.S.

34 unchanged sentences

S-3ASR 333-190955 9/3/2013 4.1

Second Supplemental Indenture, dated as of September 6, 2013, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (3.850% Senior Notes due October 1, 2023)

8-K 0-20322 9/6/2013 4.2

Form of 3.850% Senior Notes due October 1, 2023

8-K 0-20322 9/6/2013 4.3

Fourth Supplemental Indenture, dated as of June 10, 2015, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (2.700% Senior Notes due June 15, 2022 and 4.300% Senior Notes due June 15, 2045)

8 unchanged sentences

10-K 0-20322 11/15/2019 4.29

Ninth Supplemental Indenture, dated as of February 16, 2023, by and between Starbucks Corporation and U.S.

Bank Trust Company, National Association, as trustee and as successor in interest to U.S.

Bank National Association (4.750% Senior Notes due 2026 and 4.800% Senior Notes due 2033)

8-K 0-20322 2/16/2023 4.2

Form of 4.750% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.31)

8-K 0-20322 2/16/2023 4.3

Form of 4.800% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.31)

8-K 0-20322 2/16/2023 4.4

Starbucks Corporation Employee Stock Purchase Plan — 1995 as amended and restated on April 9, 2015 to reflect adjustments for the 2-for-1 forward stock split effective on such date

10-Q 0-20322 8/1/2017 10.1

Starbucks Corporation Executive Management Bonus Plan, as amended and restated on J anuary 12, 2022

Starbucks Corporation Executive Management Bonus Plan, as amended and restated on January 12, 2022

8-K 0-20322 1/14/2022 10.1

1 unchanged sentence

10-Q 0-20322 2/4/2011 10.2

Fifth Amendment to Starbucks Corporation Management Deferred Compensation Plan

10-Q 0-20322 7/28/2020 10.1

Incorporated by Reference

1 unchanged sentence

Date of Filing Exhibit

Fifth Amendment to Starbucks Corporation Management Deferred Compensation Plan

10-Q 0-20322 7/28/2020 10.1

Starbucks Corporation Deferred Compensation Plan for Non-Employee Directors, effective October 3, 2011, as amended and restated effective September 11, 2018

28 unchanged sentences

10-K 0-20322 11/17/2017 10.25

Form of Global Key Employee Performance-Based Stock Option Grant Agreement for Purchase of Stock under the 2005 Long-Term Equity Incentive Plan

10-K 0-20322 11/16/2018 10.23

Form of Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based - Retirement Vesting) (Effective November 2020)

10-K 0-20322 11/12/2020 10.29

Form of Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based - Retirement Vesting) (Effective November 2020)

10-K 0-20322 11/12/2020 10.29

Offer Letter dated September 1, 2022 between Starbucks Corporation and Laxman Narasimhan

8-K 0-20322 9/1/2022 10.1

Starbucks Corporation Executive Severance and Change in Control Plan effective August 31, 2022

8-K 0-20322 9/2/2022 10.10

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Promotion - Time-Based -No Retirement Vesting) (Effective August 2022)

10-K 0-20322 11/18/2022 10.23

Starbucks Corporation Key Employee Restricted Stock Unit Grant Agreement (New Hire - Time-Based - No Retirement Vesting) (Effective August 2022)

10-K 0-20322 11/18/2022 10.24

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Annual - Time-Based - Retirement Vesting) (Effective August 2022)

10-K 0-20322 11/18/2022 10.25

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Annual - Performance Based - Retirement Vesting) (Effective August 2022)

10-K 0-20322 11/18/2022 10.26

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Executive Advisor - Time-Based) (Effective August 2022)

Subsidiaries of Starbucks Corporation

10-K 0-20322 11/18/2022 10.27

Retirement Agreement, dated June 1, 2018, by and between Starbucks Corporation and Howard Schultz

8-K 0-20322 6/5/2018 10.1

Amendment Agreement, dated September 12, 2023, by and between Starbucks Corporation and Howard Schultz

Starbucks Corporation Executive Severance and Change in Control Plan effective August 31, 2022 and amended on March 22, 2023

8-K 0-20322 3/28/2023 10.1

Amendment No.

1 to Credit Agreement dated April 17, 2023, among Starbucks Corporation and Bank of America, N.A.

in its capacity as administrative agent for the Lenders and each of the Lenders party thereto

8-K 0-20322 4/21/2023 10.1

Incorporated by Reference

1 unchanged sentence

Date of Filing Exhibit

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Performance - Based) (Effective November 2023)

Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Time-Based ) (Effective November 2023)

S tarbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Promotion and New Hire) ( Effective November 2023)

Subsidiaries of Starbucks Corporation

Consent of Independent Registered Public Accounting Firm

3 unchanged sentences

Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Starbucks Corporation Recovery of Incentive Compensation Policy

101 The following financial statements from the Company’s 10-K for the fiscal year ended October 1, 2023, formatted in iXBRL:

(i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements — — — — X

104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

4 unchanged sentences

STARBUCKS CORPORATION

/s/ Howard Schultz

Howard Schultz

interim chief executive officer

/s/ Laxman Narasimhan

Laxman Narasimhan

chief executive officer

November 17, 2023

1 unchanged sentence

Signature Title

/s/ Howard Schultz interim chief executive officer, director

/s/ Laxman Narasimhan chief executive officer, director

(principal executive officer)

Howard Schultz

Laxman Narasimhan

/s/ Rachel Ruggeri executive vice president, chief financial officer

4 unchanged sentences

Andrew Campion

/s/ Isabel Ge Mahe director

Isabel Ge Mahe

/s/ Beth Ford director

/s/ Mellody Hobson director

4 unchanged sentences

Satya Nadella

/s/ Joshua Cooper Ramo director

Joshua Cooper Ramo

/s/ Clara Shih director

/s/ Wei Zhang director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures