No Shareholder Action Required at this Time
Starbucks Corporation (Nasdaq: SBUX) confirmed that it has
received a notice of nomination by Strategic Organizing Center
(SOC) Investment Group of three director candidates for election to
the Starbucks Board of Directors at its 2024 Annual Meeting of
Shareholders.
The Company issued the following statement:
The Starbucks Board and executive leadership
team regularly engage with all stakeholders, and we are committed
to constructive dialogue that furthers our collective goal of
creating long-term value for all stakeholders.
Since its founding, Starbucks has been
committed to a process of continuous improvement and transformation
at all levels and has consistently sought to create opportunities
for its partners. That continues today through our ongoing dialogue
with our partners, as well as all of our stakeholders. As the world
has emerged from the COVID-19 pandemic, the Board and leadership
team have evolved to meet the needs of a new era. A year ago, the
Board brought in Laxman Narasimhan as the ceo of Starbucks through
a unique six-month immersion leading up to a refounding of the
company. Earlier this month, Narasimhan launched a new mission that
puts our partners at the center of our purpose.
Today, Starbucks has a diverse, engaged, and
independent Board with a balanced mix of experience, skills, and
perspectives. Starbucks Board is made up of eight highly qualified
directors, four of whom are new in the past year and seven of whom
are independent. These individuals bring extensive experience
across areas critical to Starbucks business including human capital
management, international operations and distribution, corporate
social responsibility, and capital allocation.
In our Board meeting last week, the Board
decided to create a new Environment, Partner and Community Impact
committee, formally announced yesterday to be led by Beth Ford, CEO
of Land O’Lakes. This committee is a continued evolution of the
overall governance approach to the company.
Over the past three years, we have deepened
our commitment to this approach and invested nearly $9 billion to
uplift the overall partner and store experience, with more than one
third of that investment going directly to the partners through
wage increases, training, new innovative equipment and technology.
This represents the reinvestment of an average of nearly 20% of
Starbucks fiscal year profits back into the partner experience with
that level of investment expected to continue in fiscal year 2024.
These investments have led to a more consistent partner experience
in company-operated stores across the U.S. Coupled with higher
wages and the expansion of hours, these investments have not only
resulted in lower turnover – which is now below pre-pandemic levels
– but we have also increased hourly total cash compensation by
nearly 50% since fiscal year 2020.
The Board’s Nominating and Corporate
Governance Committee will review SOC Investment Group’s proposed
director nominee[s] in accordance with its normal process, and the
Board will present its formal recommendation regarding director
nominees in the Company’s proxy statement and other materials to be
filed with the Securities and Exchange Commission. Starbucks
shareholders are not required to take any action at this time.
About Starbucks
Since 1971, Starbucks Coffee Company has been committed to
ethically sourcing and roasting high-quality arabica coffee. Today,
with more than 38,000 stores worldwide, the company is the premier
roaster and retailer of specialty coffee in the world. Through our
unwavering commitment to excellence and our guiding principles, we
bring the unique Starbucks Experience to life for every customer
through every cup. To share in the experience, please visit us in
our stores or online at https://stories.starbucks.com or
www.starbucks.com.
Forward-Looking
Statements
Certain statements contained herein are “forward-looking”
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 regarding future events and the future results
of Starbucks Corporation (together with its subsidiaries) that are
based on our current expectations, estimates, forecasts and
projections about our business, our results of operations, the
industry in which we operate, our economic and market outlook, and
the beliefs and assumptions of our management. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words
such as “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “seeks” or words of similar meaning, or future
or conditional verbs, such as “will,” “should,” “could,” “may,”
“aims,” “intends,” or “projects.” By their nature, forward-looking
statements involve risks, uncertainties, and other factors (many
beyond our control) that could cause our actual results to differ
materially from our historical experience or from our current
expectations or projections. Our forward-looking statements, and
the risks and uncertainties related thereto, include, but are not
limited to, those described under the “Risk Factors” and
“Management's Discussion and Analysis of Financial Condition and
Results of Operations” sections of the company’s most recently
filed periodic reports on Form 10-K and Form 10-Q and subsequent
filings with the SEC, as well as:
- our ability to preserve, grow and leverage our brands;
- the acceptance of the company’s products and changes in
consumer preferences, consumption, or spending behavior and our
ability to anticipate or react to them; shifts in demographic or
health and wellness trends; or unfavorable consumer reaction to new
products, platforms, reformulations, or other innovations;
- our anticipated operating expenses, including our anticipated
total capital expenditures;
- the costs associated with, and the successful execution and
effects of, our existing and any future business opportunities,
expansions, initiatives, strategies, investments and plans,
including our Reinvention Plan;
- the impacts of partner investments and changes in the
availability and cost of labor including any union organizing
efforts and our responses to such efforts;
- the ability of our business partners, suppliers and third-party
providers to fulfill their responsibilities and commitments;
- higher costs, lower quality, or unavailability of coffee,
dairy, energy, water, raw materials, or product ingredients;
- the impact of significant increases in logistics costs;
- a worsening in the terms and conditions upon which we engage
with our manufacturers and source suppliers, whether resulting from
broader local or global conditions, or dynamics specific to our
relationships with such parties;
- unfavorable global or regional economic conditions and related
economic slowdowns or recessions, low consumer confidence, high
unemployment, weak credit or capital markets, budget deficits,
burdensome government debt, austerity measures, higher interest
rates, higher taxes, political instability, higher inflation, or
deflation;
- inherent risks of operating a global business including
geopolitical instability;
- failure to attract or retain key executive or partner talent or
successfully transition executives;
- the potential negative effects of incidents involving food or
beverage-borne illnesses, tampering, adulteration, contamination or
mislabeling;
- negative publicity related to our company, products, brands,
marketing, executive leadership, partners, board of directors,
founder, operations, business performance, or prospects;
- potential negative effects of a material breach, failure, or
corruption of our information technology systems or those of our
direct and indirect business partners, suppliers or third-party
providers, or failure to comply with personal data protection
laws;
- our environmental, social and governance (“ESG”) efforts and
any reaction related thereto such as the rise in opposition to ESG
and inclusion and diversity efforts;
- risks associated with acquisitions, dispositions, business
partnerships, or investments – such as acquisition integration,
termination difficulties or costs or impairment in recorded
value;
- the impact of foreign currency translation, particularly a
stronger U.S. dollar;
- the impact of substantial competition from new entrants,
consolidations by competitors, and other competitive activities,
such as pricing actions (including price reductions, promotions,
discounting, couponing, or free goods), marketing, category
expansion, product introductions, or entry or expansion in our
geographic markets;
- the impact of changes in U.S. tax law and related guidance and
regulations that may be implemented, including on tax rates and the
Inflation Reduction Act of 2022;
- the impact of health epidemics, pandemics or other public
health events on our business and financial results, and the risk
of negative economic impacts and related regulatory measures or
voluntary actions that may be put in place, including restrictions
on business operations or social distancing requirements, and the
duration and efficacy of such restrictions;
- failure to comply with anti-corruption laws, trade sanctions
and restrictions or similar laws or regulations; and
- the impact of significant legal disputes and proceedings, or
government investigations.
In addition, many of the foregoing risks and uncertainties are,
or could be, exacerbated by any worsening of the global business
and economic environment. A forward-looking statement is neither a
prediction nor a guarantee of future events or circumstances, and
those future events or circumstances may not occur. You should not
place undue reliance on the forward-looking statements, which speak
only as of the date of this report. We are under no obligation to
update or alter any forward-looking statements, whether as a result
of new information, future events or otherwise.
Important Stockholder Information
Starbucks Corporation (the “Company”) intends to file a proxy
statement and proxy card with the U.S. Securities and Exchange
Commission (the “SEC”) in connection with its solicitation of
proxies for its 2024 Annual Meeting. THE COMPANY’S SHAREHOLDERS ARE
STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT, THE
ACCOMPANYING WHITE PROXY CARD, AND ANY AMENDMENTS AND SUPPLEMENTS
TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders may obtain the proxy statement,
any amendments or supplements to the proxy statement, and other
documents as and when filed by the Company with the SEC without
charge from the SEC’s website at www.sec.gov.
Participant Information
The Company, its directors, director nominees, certain of its
officers, and other employees (as set forth below) may be deemed to
be “participants” in the solicitation of proxies from the Company’s
shareholders in connection with the matters to be considered at the
2024 Annual Meeting. “Participant” is defined to include: (i) any
director and any director nominee for whose election proxies are
solicited; (ii) any committee or group which solicits proxies, any
of their respective members, and any person whether or not named as
a member who, acting alone or with one or more other persons,
directly or indirectly, takes the initiative, or engages, in
organizing, directing, or arranging for the financing of any such
committee or group; (iii) any person who finances or joins with
another to finance the solicitation of proxies, except persons who
contribute not more than $500 and who are not otherwise
participants; (iv) any person who lends money or furnishes credit
or enters into any other arrangements, pursuant to any contract or
understanding with a participant, for the purpose of financing or
otherwise inducing the purchase, sale, holding, or voting of our
Company’s securities by any participant or other persons, in
support of or in opposition to a participant; except that such
terms do not include a bank, broker, or dealer who, in the ordinary
course of business, lends money or executes orders for the purchase
or sale of securities and who is not otherwise a participant; and
(v) any person who solicits proxies.
As of November 21, 2023, each of the “participants” set forth
below beneficially owned less than 1% of Company common stock.
Information regarding the ownership of the Company’s directors and
executive officers in the shares of Company common stock is also
included in their SEC filings on Forms 3, 4, and 5, which can be
found at the SEC’s website at www.sec.gov. Information about the
compensation of our named executive officers and our non-employee
directors is set forth in the sections entitled “Compensation
Discussion and Analysis” and “Fiscal 2022 Compensation Program for
Non-Employee Directors”, respectively, of the Company’s proxy
statement on Schedule 14A filed on January 27, 2023, available here
and the Company’s Current Report on Form 8-K filed with the SEC on
March 28, 2023, and available here. Updated information regarding
the identity of potential participants, and their direct or
indirect interests (by security holdings or otherwise), will be set
forth in the section entitled “Beneficial Ownership of Common
Stock” of the Company’s proxy statement on Schedule 14A and other
materials to be filed with the SEC. These documents can be obtained
free of charge from the SEC’s website at www.sec.gov.
Directors and Director
Nominees*
Certain Officers and Other
Employees*
Mellody Hobson (Independent Starbucks
Board of Directors chair)
Laxman Narasimhan (chief executive
officer)
Richard E. Allison Jr.
Michael Conway (group president,
International and Channel Development)
Andrew Campion
Sara Kelly (executive vice president,
chief partner officer)
Beth E. Ford
Brad Lerman (executive vice president,
general counsel)
Jørgen Vig Knudstorp
Rachel Ruggeri (executive vice president,
chief financial officer)
Satya Nadella
Laxman Narasimhan
Wei Zhang
*The business address is 2401 Utah Avenue South, Seattle,
Washington 98134.
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version on businesswire.com: https://www.businesswire.com/news/home/20231121148837/en/
Starbucks Contact, Media: Reggie Borges press@starbucks.com
Starbucks (NASDAQ:SBUX)
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