COSTCO WHOLESALE CORP (COST)
Sector: Consumer Staples
2025 Annual Meeting Analysis
COSTCO WHOLESALE CORP · Meeting: January 15, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
James has served since 1988 with no overboarding, perfect attendance, and Costco's 3-year TSR of +77.5% outperforms the disclosed peer group median of +37.0% by +40.5pp, well below the 65pp threshold required to trigger a vote against.
Decker has served since 2004 with perfect attendance; she holds seats at Berkshire Hathaway, Vail Resorts, and Chime Financial (three public boards, within the four-seat limit), and Costco's strong 3-year TSR outperformance versus peers does not trigger a vote against.
Denman has served since 2017 with perfect attendance, holds one other public board seat (Motorola Solutions), and Costco's TSR outperformance versus the disclosed peer group is well within acceptable bounds.
Foulkes joined in August 2023, which is within 24 months of the meeting date, so she is exempt from the TSR trigger; she brings strong retail industry experience and had perfect attendance.
Jewell has served since January 2020 with perfect attendance, no overboarding concerns, and Costco's strong TSR relative to its peer group does not trigger a vote against.
Raikes has served since 2008 with perfect attendance and no overboarding concerns, and Costco's 3-year TSR of +77.5% comfortably outperforms the peer median, so no TSR trigger applies.
Raimondo is a new nominee not currently on the board, so she is exempt from the TSR trigger; she brings relevant government, finance, and technology experience and no disqualifying flags are present.
Stanton has served since 2015 with perfect attendance, holds one other public board seat (Microsoft), and Costco's TSR outperformance versus the peer group is well within acceptable bounds.
Vachris is the CEO-director with a long operational tenure; Costco's 3-year TSR of +77.5% outperforms the peer median by +40.5pp, which is below the 65pp threshold required to trigger a vote against an executive director, so no TSR trigger applies.
Wilderotter has served since 2015 with perfect attendance; she currently holds one public board seat (DocuSign as Chairman), within the four-seat limit, and Costco's strong TSR versus peers does not trigger a vote against.
All ten director nominees pass the policy screens: Costco's 3-year TSR of +77.5% outperforms the disclosed peer group median of +37.0% by +40.5pp, well below the 65pp underperformance threshold applicable to strong-positive absolute TSR; no director is overboarded; all directors attended 100% of board and committee meetings; no audit or compensation committee independence concerns are present; and the board discloses a skills matrix. Vote FOR all ten nominees.
Say on Pay
✓ FORCEO
Ron M. Vachris
Total Comp
$12,229,741
Prior Support
94.70%%
The prior year Say on Pay vote received 94.70% support, indicating broad shareholder approval of the compensation structure. CEO total compensation of $12,229,741 (fiscal 2024, the year used for pre-extracted benchmarking) is reasonable for a large-cap Consumer Staples company of Costco's scale, and the pay mix is heavily weighted toward performance-based restricted stock units that require achievement of financial targets before vesting and then vest over up to five years, satisfying the requirement that at least 50-60% of compensation be variable and performance-linked. Costco's 3-year TSR of +77.5% significantly outperforms the peer median of +37.0%, confirming that above-benchmark incentive pay, to the extent it exists, is aligned with strong shareholder returns; a clawback policy compliant with SEC Rule 10D-1 is in place.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
23 yrs
Audit Fees
$12,292,000
Non-Audit Fees
$465,000
KPMG has served since May 2002 (approximately 23 years), which is below the 25-year threshold that would trigger a vote against; non-audit fees (audit-related fees of $311,000 plus tax fees of $154,000, totaling $465,000) represent approximately 3.8% of audit fees of $12,292,000, well below the 50% threshold; no material restatements are disclosed; and KPMG is a Big 4 firm appropriate for a company of Costco's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal Regarding Greenwashing Risk Audit
The National Center for Public Policy Research is a well-known conservative ideological advocacy organization, not a neutral fiduciary investor; under the policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of how the proposal is framed, because they serve political rather than shareholder interests. Confirming this classification, the proposal's supporting statement extensively cites the U.S. Secretary of Energy's opposition to net-zero policies and the EPA's proposed rollback of greenhouse-gas regulations — political arguments that a neutral fiduciary investor would not rely on. Additionally, a nearly identical proposal from the same filer received only 1.94% shareholder support at the prior annual meeting, a clear signal that mainstream investors do not view this as a genuine governance concern.
Actual Vote Results
Meeting held January 23, 2025
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Ron M. Vachris | 99.3% | 287.7M | 1.9M | ✓ Elected |
| Sally Jewell | 98.9% | 286.1M | 3.3M | ✓ Elected |
| Kenneth D. Denman | 98.8% | 286.2M | 3.5M | ✓ Elected |
| John W. Stanton | 98.5% | 285.4M | 4.3M | ✓ Elected |
| Helena B. Foulkes | 98.1% | 284.3M | 5.5M | ✓ Elected |
| Hamilton E. James | 95.0% | 275.1M | 14.4M | ✓ Elected |
| Maggie Wilderotter | 94.7% | 274.1M | 15.4M | ✓ Elected |
| Susan L. Decker | 94.6% | 274.2M | 15.6M | ✓ Elected |
| Jeffrey S. Raikes | 93.2% | 269.9M | 19.8M | ✓ Elected |
Broker non-votes: 62.2M
Say on Pay
For 273.9M · Against 15.3M · Abstain 961,532
Auditor Ratification
For 337.4M · Against 14.4M · Abstain 601,423
Other Proposals
Proposal 4
Shareholder proposal requesting report on the risks of maintaining DEI efforts
Overall Assessment
This is a routine annual meeting ballot for Costco Wholesale Corp with four proposals: all ten director nominees receive a FOR vote driven by strong 3-year TSR outperformance versus the company's own peer group and clean governance profiles; KPMG is ratified as auditor given below-threshold non-audit fees and tenure under 25 years; Say on Pay receives a FOR vote supported by 94.70% prior-year approval, performance-linked pay structure, and strong shareholder returns; and the greenwashing risk audit proposal from the National Center for Public Policy Research receives an AGAINST vote because the filer is an ideological conservative advocacy organization and a nearly identical prior-year proposal received only 1.94% support.
Compensation Peer Group
11 companies disclosed in 2025 proxy filing