Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. 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 2024, 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 (September 29, 2024).
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that materially affected or are reasonably likely to materially affect internal control over financial reporting.
The certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits 31.1 and 31.2 , respectively, to this 10-K.
Report of Management on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use, or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control — Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls, and a conclusion on this evaluation. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September 29, 2024.
Our internal control over financial reporting as of September 29, 2024, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Starbucks Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Starbucks Corporation and subsidiaries (the “Company”) as of September 29, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 29, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 29, 2024, of the Company and our report dated November 20, 2024, expre ssed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Seattle, Washington
November 20, 2024
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Item 9B. Other Information
Insider Adoption or Termination of Trading Arrangements:
During the fiscal quarter ended September 29, 2024, 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:
Name & Title
Date Adopted
Character of Trading Arrangement (1)
Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement
Duration (5)
Other Material Terms
Date Terminated
Sara Kelly,
executive vice president, chief partner officer
August 28, 2024 Rule 10b5-1 Trading Arrangement Up to 4,859 shares to be sold (2)
Plus
Up to 6,743 shares to be sold (3)
Plus
Up to 7,500 shares to be sold (4)
August 27, 2025 (6)
N/A N/A
(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”).
(2) Ms. Kelly’s trading plan provides for the sale of up to 4,859 shares, which will be issued to Ms. Kelly upon the exercise of a stock option on November 29, 2024, and sold pursuant to an order entered on November 29, 2024, with such sale subject to a limit price of $95 during the applicable good-until-cancelled period for such order, which lasts until August 26, 2025. In the event not all shares are sold under the order described in the prior sentence during the applicable good-until-cancelled period, Ms. Kelly’s trading plan provides for the sale of any remaining shares (up to 4,859 shares), pursuant to an order entered on August 27, 2025, with such sale subject to a limit price of $61.
(3) Ms. Kelly’s trading plan provides for the sale of up to 6,743 shares, which will be issued to Ms. Kelly upon the exercise of a stock option on November 29, 2024, and sold pursuant to an order entered on November 29, 2024, with such sale subject to a limit price of $95 during the applicable good-until-cancelled period for such order, which lasts until August 27, 2025.
(4) Ms. Kelly’s trading plan provides for the sale of up to 7,500 shares in three tranches at different limit prices, pursuant to an order entered on November 29, 2024. Such sales are subject to limit prices of (i) $95 for 2,500 shares, (ii) $97.50 for 2,500 shares, and (iii) $100 for 2,500 shares, during the applicable good-until-cancelled period for such order, which lasts until August 27, 2025.
(5) 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.
(6) The arrangement also provides for automatic expiration in the event of the officer’s death, bankruptcy, or insolvency, notice from the officer or the officer’s agent of termination of the trading arrangement, or a determination by the broker that the trading arrangement has been terminated or that a breach by the officer has occurred or upon the broker’s exercise of its termination rights under the trading arrangement.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
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, 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/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/corporate-governance or in a report on Form 8-K filed electronically with the SEC at www.sec.gov.
The remaining information required by this item is incorporated herein by reference to the sections entitled “Proposal 1 - Election of Directors,” “Stock Ownership - 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 12, 2025 (the “Proxy Statement”).
We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement in a section entitled “Stock Ownership - Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Executive Compensation - Executive Compensation Tables,” “Corporate Governance - Compensation of Directors,” and “Corporate Governance - Role of Our Board Committees - Compensation Committee Interlocks and Insider Participation” in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The information required by this item is incorporated by reference to the sections entitled “Stock Ownership - Equity Compensation Plan Information” and “Stock Ownership - Beneficial Ownership of Common Stock” in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated by reference to the section entitled “Affirmative Determinations - Certain Relationships and Related Person Transactions” and “Corporate Governance - Director Independence” in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
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.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this 10-K:
1. Financial Statements
The following financial statements are included in Part II, Item 8 of this 10-K:
• Consolidated Statements of Earnings for the fiscal years ended September 29, 2024, October 1, 2023, and October 2, 2022;
• Consolidated Statements of Comprehensive Income for the fiscal years ended September 29, 2024, October 1, 2023, and October 2, 2022;
• Consolidated Balance Sheets as of September 29, 2024, and October 1, 2023;
• Consolidated Statements of Cash Flows for the fiscal years ended September 29, 2024, October 1, 2023, and October 2, 2022;
• Consolidated Statements of Equity for the fiscal years ended September 29, 2024, October 1, 2023, and October 2, 2022;
• Notes to Consolidated Financial Statements; and
• Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
2. Financial Statement Schedules
Financial statement schedules are omitted because they are not required or are not applicable, or the required information is provided in the consolidated financial statements or notes described in Item 15(a)(1) above.
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3. Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Description Form File No. Date of Filing Exhibit
Number
Filed
Herewith
2.1
Transaction Agreement, dated as of May 6, 2018, by and between Starbucks Corporation and Nestlé S.A.
8-K 000-20322
5/7/2018 2.1
3.1
Restated Articles of Incorporation of Starbucks Corporation
10-Q 000-20322
4/28/2015 3.1
3.2
Amended and Restated Bylaws of Starbucks Corporation (As amended and restated through March 17, 2021)
8-K 000-20322
3/19/2021 3.1
4.1
Indenture, dated as of September 15, 2016, by and between Starbucks Corporation and U.S. Bank Trust Company, National Association, as trustee (as successor in interest to U.S. Bank National Association)
S-3ASR 333-213645
9/15/2016
4.1
4 .2
Second Supplemental Indenture, dated as of November 22, 2017, by and between Starbucks Corporation and U.S. Bank National Association, as trustee ( 3.750% Senior Notes due 2047)
8-K 000-20322
11/22/2017 4.2
4.3
Form of 3.750% Senior Notes due December 1, 2047 (included as B to Exhibit 4.2)
8-K 000-20322
11/22/2017 4.4
4 .4
Third Supplemental Indenture, dated as of February 28, 2018, by and between Starbucks Corporation and U.S. Bank National Association, as trustee ( 3.500% Senior Notes due 2028)
8-K 000-20322
2/28/2018 4.2
4.5
Form of 3.500% Senior Notes due March 1, 2028 (included as Exhibit B to Exhibit 4.4)
8-K 000-20322
2/28/2018 4.4
4.6
Fourth Supplemental Indenture, dated as of August 10, 2018, by and between Starbucks Corporation and U.S. Bank National Association, as trustee (3.800% Senior Notes due 2025, 4.000% Senior Notes due 2028 and 4.500% Senior Notes due 2048)
8-K 000-20322
8/10/2018 4.2
4.7
Form of 3.800% Senior Notes due August 15, 2025 (included as Exhibit A to Exhibit 4.6)
8-K 000-20322
8/10/2018 4.3
4.8
Form of 4.000% Senior Notes due November 15, 2028 (included as Exhibit B to Exhibit 4.6)
8-K 000-20322
8/10/2018 4.4
4.9
Form of 4.500% Senior Notes due November 15, 2048 (included as Exhibit C to Exhibit 4.6)
8-K 000-20322
8/10/2018 4.2
4.10
Fifth Supplemental Indenture, dated as of May 13, 2019, by and between Starbucks Corporation and U.S. Bank National Association, as trustee (3.550% Senior Notes due 2029 and 4.450% Senior Notes due 2049)
8-K 000-20322
5/13/2019 4.2
4.11
Form of 3.550% Senior Notes due August 15, 2029 (included as Exhibit A to Exhibit 4.10)
8-K 000-20322
5/13/2019 4.3
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Incorporated by Reference
Exhibit
Number
Exhibit Description Form File No. Date of Filing Exhibit
Number
Filed
Herewith
4.12
Form of 4.450% Senior Notes due August 15, 2049 (included as Exhibit B t o Exhibit 4. 10 )
8-K 000-20322
5/13/2019 4.4
4.13
Sixth Supplemental Indenture, dated as of March 12, 2020, by and between Starbucks Corporation and U.S. Bank National Association, as trustee (2.000% Senior Notes due 2027, 2.250% Senior Notes due 2030 and 3.350% Senior Notes due 2050)
8-K 000-20322
3/12/2020 4.2
4.14
Form of 2.000% Senior Notes due March 12, 2027 (included as Exhibit A to Exhibit 4. 13 )
8-K 000-20322
3/12/2020 4.3
4.15
Form of 2.250% Senior Notes due March 12, 2030 (included as Exhibit B to Exhibit 4. 13 )
8-K 000-20322
3/12/2020 4.4
4.16
Form of 3.350% Senior Notes due March 12, 2050 (included as Exhibit C to Exhibit 4. 13 )
8-K 000-20322
3/12/2020 4.5
4.17
Seventh Supplemental Indenture, dated as of May 7, 2020, by and between Starbucks Corporation and U.S. Bank National Association, as trustee ( 2.550% Senior Notes due 2030 and 3.500% Senior Notes due 2050)
8-K 000-20322
5/7/2020 4.2
4.18
Form of 2.550% Senior Notes due November 15, 2030 (included as Exhibit B to Exhibit 4. 17 )
8-K 000-20322
5/7/2020 4.4
4.19
Form of 3.500% Senior Notes due November 15, 2050 (included as Ex hibit C to Exhibit 4. 17 )
8-K 000-20322
5/7/2020 4.5
4.2 0
Eighth Supplemental Indenture, dated as of February 14, 2022, 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 ( 3.000% Senior Notes due 2032)
8-K 000-20322
2/14/2022 4.2
4.21
Form of 3.000% Senior Notes due February 14, 2032 (included as Exhibit B to Exhibit 4.20)
8-K 000-20322
2/14/2022 4.4
4.22
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 000-20322
2/16/2023 4.2
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Incorporated by Reference
Exhibit
Number
Exhibit Description Form File No. Date of Filing Exhibit
Number
Filed
Herewith
4.23
Form of 4.750% Senior Notes due February 15, 2026 (included as Exhibit A to Exhibit 4.22)
8-K 000-20322
2/16/2023 4.3
4.24
Form of 4.800% Senior Notes due February 15, 2033 (included as Exhibit B to Exhibit 4.22)
8-K 000-20322
2/16/2023 4.4
4.25
Tenth Supplemental Indenture, dated as of February 8, 2024, by and between Starbucks Corporation and U.S. Bank Trust Company, National Association, as trustee and successor in interest to U.S. Bank National Association (4.850% Senior Notes due 2027, 4.900% Senior Notes due 2031 and 5.000% Senior Notes due 2034)
8-K 000-20322
2/8/2024 4.2
4.26
Form of 4.850% Senior Notes due February 8, 2027 (included as Exhibit A to Exhibit 4.25)
8-K 000-20322
2/8/2024 4.3
4.27
Form of 4.900% Senior Notes due February 15, 2031 (included as Exhibit B to Exhibit 4.25)
8-K 000-20322
2/8/2024 4.4
4.28
Form of 5.000% Senior Notes due February 15, 2034 (included as Exhibit C to Exhibit 4.25)
8-K 000-20322
2/8/2024 4.5
4.29
Indenture, dated as of August 23, 2007, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee
S-3ASR 333-190955 9/3/2013 4.1
4.30
Fourth Supplemental Indenture, dated as of June 10, 2015, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee ( 4.300% Senior Notes due June 2045)
8-K 000-20322
6/10/2015 4.2
4.31
Form of 4.300% Senior Notes due June 15, 2045 (included as Exhibit B to Exhibit 4.30)
8-K 000-20322
6/10/2015 4.4
4 .32
Sixth Supplemental Indenture, dated as of May 16, 2016, by and between Starbucks Corporation and Deutsche Bank Trust Company Americas, as trustee (2.450% Senior Notes due June 2026)
8-K 000-20322
5/16/2016 4.4
4.33
Form of 2.450% Senior Notes due June 15, 2026 (included as Exhibit A to Exhibit 4.32)
8-K 000-20322
5/16/2016 4.5
4. 34
Description of Securities
10-K 000-20322
11/15/2019 4.29
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Table of Contents
Incorporated by Reference
Exhibit
Number
Exhibit Description Form File No. Date of Filing Exhibit
Number
Filed
Herewith
10.1*
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 000-20322
8/1/2017 10.1
10.2*
Starbucks Corporation Executive Management Bonus Plan, as amended and restated on January 12, 2022
8-K 000-20322
1/14/2022 10.1
10.3*
Starbucks Corporation Management Deferred Compensation Plan, as amended and restated effective January 1, 2011
10-Q 000-20322
2/4/2011 10.2
10.4*
Fifth Amendment to Starbucks Corporation Management Deferred Compensation Plan
10-Q 000-20322
7/28/2020 10.1
10.5*
Starbucks Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective September 11, 2018
10-K 000-20322
11/16/2018 10.5
10.6*
Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective March 16, 2022
10-Q 000-20322
5/3/2022 10.1
10.7*
2005 Key Employee Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective November 15, 2005
10-Q
000-20322
2/10/2006 10.2
10.8*
2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan, as amended and restated effective September 11, 2018
10-K 000-20322
11/16/2018 10.9
10.9*
Form of Global Stock Option Grant Agreement for Purchase of Stock under the Key Employee Sub-Plan to the 2005 Long Term Equity Incentive Plan
10-K 000-20322
11/18/2016 10.14
10.10*
Form of Stock Option Grant Agreement for Purchase of Stock under the 2005 Non-Employee Director Sub-Plan to the Starbucks Corporation 2005 Long-Term Equity Incentive Plan
10-Q 000-20322
4/26/2016 10.2
10.11
Credit Agreement, dated September 16, 2021, among Starbucks Corporation, Bank of America, N.A., in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, N.A., Citibank, N.A. and U.S. Bank National Association, as L/C Issuers, and the other Lenders from time to time a party thereto
8-K 000-20322
9/17/2021 10.1
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Table of Contents
Incorporated by Reference
Exhibit
Number
Exhibit Description Form File No. Date of Filing Exhibit
Number
Filed
Herewith
10.12
Form of Commercial Paper Dealer Agreement between Starbucks Corporation, as Issuer, and the Dealer
8-K 000-20322
7/29/2016 10.1
10.13*
Form of Global Key Employee Restricted Stock Unit Grant Agreement - No Retirement Vesting (Effective November 2020)
10-K 000-20322
11/12/2020 10.23
10.1 4 *
Form of Global Key Employee Restricted Stock Unit Grant Agreement - Retirement Vesting (Effective November 2020)
10-K 000-20322
11/12/2020 10.24
10.1 5 *
Form of Global Key Employee Stock Option Grant Agreement for Purchase of Stock under the 2005 Long-Term Equity Incentive Plan
10-K 000-20322
11/17/2017 10.25
10.1 6 *
Form of Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based - Retirement Vesting) (Effective November 2020)
10-K 000-20322
11/12/2020 10.29
10.1 7 *
Offer Letter dated September 1, 2022 between Starbucks Corporation and Laxman Narasimhan
8-K 000-20322
9/1/2022 10.1
10. 18 *
Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Promotion - Time-Based -No Retirement Vesting) (Effective August 2022)
10-K 000-20322
11/18/2022 10.23
10. 19 *
Starbucks Corporation Key Employee Restricted Stock Unit Grant Agreement (New Hire - Time-Based - No Retirement Vesting) (Effective August 2022)
10-K 000-20322
11/18/2022 10.24
10. 20 *
Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Annual - Time-Based - Retirement Vesting) (Effective August 2022)
10-K 000-20322
11/18/2022 10.25
10.2 1 *
Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Annual - Performance Based - Retirement Vesting) (Effective August 2022)
10-K 000-20322
11/18/2022 10.26
10.2 2 *
Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Executive Advisor - Time-Based) (Effective August 2022)
10-K 000-20322
11/18/2022 10.27
10.25*
Retirement Agreement, dated June 1, 2018, by and between Starbucks Corporation and Howard Schultz
8-K 000-20322
6/5/2018 10.1
10.26*
Amendment Agreement, dated September 12, 2023, by and between Starbucks Corporation and Howard Schultz
10-K
000-20322
11/17/2023
10.26
10.27*
Starbucks Corporation Executive Severance and Change in Control Plan effective August 31, 2022 and amended on March 22, 2023
8-K 000-20322
3/28/2023 10.1
100
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Incorporated by Reference
Exhibit
Number
Exhibit Description Form File No. Date of Filing Exhibit
Number
Filed
Herewith
10.28
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 000-20322
4/21/2023 10.1
10.29*
Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based) (Effective November 2023)
10-K
000-20322
11/17/2023
10.29
10.30*
Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Time-Based) (Effective November 2023)
10-K
000-20322
11/17/2023
10.30
10.31*
Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Promotion and New Hire) (Effective November 2023)
10-K
000-20322
11/17/2023
10.31
1 0.32*
Offer Letter, dated August 11, 2024, by and between Starbucks Corporation and Brian R. Niccol
8-K
000-20322
8/14/2024
10.1
1 0.33*
S tarbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Performance-Based) (Effective November 2024)
— — — — X
1 0.34*
S tarbucks Corporation Global Key Employee Restricte d Stock Unit Grant Agreement (Time- Based ) (Effective November 2024)
— — — — X
1 0.35*
Starbucks Corporation Global Key Employee Restricted Stock Unit Grant Agreement (Promotion) (Effective November 2024)
— — — — X
19.1
Starbucks Corporation I nsider Trading Policy
— — — — X
21
Subsidiaries of Starbucks Corporation
— — — — X
23
Consent of Independent Registered Public Accounting Firm
— — — — X
31.1
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
— — — — X
31.2
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
— — — — X
32**
Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
— — — —
97
Starbucks Corporation Recovery of Incentive Compensation Policy
10-K
000-20322
11/17/2023
97
101
Table of Contents
101 The following financial statements from the Company’s 10-K for the fiscal year ended September 29, 2024, 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)
* Denotes a management contract or compensatory plan or arrangement.
** Furnished herewith.
Item 16. Form 10-K Summary
None.
102
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
STARBUCKS CORPORATION
By: /s/ Brian R. Niccol
Brian R. Niccol
chairman and chief executive officer
November 20, 2024
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Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of November 20, 2024.
Signature Title
By: /s/ Brian R. Niccol
chairman and chief executive officer
(principal executive officer)
Brian R. Niccol
By: /s/ Rachel Ruggeri executive vice president, chief financial officer
(principal financial officer and principal accounting officer)
Rachel Ruggeri
By: /s/ Richard E. Allison, Jr. director
Richard E. Allison, Jr.
By: /s/ Andrew Campion director
Andrew Campion
By: /s/ Beth Ford director
Beth Ford
By: /s/ Mellody Hobson director
Mellody Hobson
By: /s/ Jørgen Vig Knudstorp director
Jørgen Vig Knudstorp
By: /s/ Neal Mohan
director
Neal Mohan
By: /s/ Daniel Servitje
director
Daniel Servitje
By: /s/ Mike Sievert
director
Mike Sievert
By: /s/ Wei Zhang director
Wei Zhang
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