COSTCO WHOLESALE CORP /NEW, DEF 14A filed on 12/7/2023
Proxy Statement (definitive)
v3.23.3
Cover
 12 Months Ended
Sep. 03, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name COSTCO WHOLESALE CORP /NEW
Entity Central Index Key 0000909832
v3.23.3
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Sep. 03, 2023
Aug. 28, 2022
Aug. 29, 2021
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Year
Summary Compensation Table Total for PEO($)1
Compensation Actually Paid to PEO($)1,2
Average Summary Compensation Table Total for Non-PEO NEOs($)1
Average Compensation Actually Paid to Non-PEO NEOs($)1,2
Value of Initial Fixed $100 Investment Based On:
Net Income($)5
(in millions)
Net Sales Adjusted for Changes in Foreign Currencies($)6
(in millions)
TSR($)3
Peer Group TSR($)4
202316,870,62318,733,7736,304,7156,926,922163.78129.006,292241,194
20229,905,07011,868,8755,806,0236,353,825158.84128.265,844224,492
20218,804,75210,342,1084,724,7765,794,960133.65184.845,007189,293
 _______________________
(1) The principal executive officer (PEO) for all presented years was Mr. Jelinek. The Non-PEO named executive officers (Non-PEO NEOs) for each year were Mr. Galanti (all years), Mr. Vachris (all years), Mr. Miller (2023 and 2022), Mr. Riel (2023), Mr. Murphy (2022 and 2021), and Mr. Portera (2021).
(2) The dollar amounts represent the amount of "compensation actually paid" or "CAP" as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to the PEO or Non-PEO NEOs during the applicable year. The following tables represent the adjustments made to the Summary Compensation Table (SCT) total compensation for each year to calculate the compensation actually paid. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
PEO's Compensation Actually Paid202320222021
SCT Total16,870,6239,905,0708,804,752
Deduct, amounts reported under "stock awards" column in the SCT Table(14,937,824)(7,915,928)(7,049,636)
Add, fair value at fiscal year end of outstanding and unvested stock awards granted in the current fiscal year16,788,3128,420,0288,709,835
Add, change in fair value of outstanding and unvested stock awards granted in prior fiscal years396,1341,335,194—
Add, change in fair value as of vesting date (from the end of the prior fiscal year) for stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year(383,472)124,511(122,843)
Compensation Actually Paid18,733,77311,868,87510,342,108
Non-PEO NEO's Average Compensation Actually Paid202320222021
SCT Total6,304,7155,806,0234,724,776
Deduct, amounts reported under "stock awards" column in the SCT Table(4,973,561)(4,596,112)(3,650,421)
Add, fair value at fiscal year end of outstanding and unvested stock awards granted in the current fiscal year5,540,6014,859,6384,467,861
Add, change in fair value of outstanding and unvested stock awards granted in prior fiscal years—172,963273,929
Add, change in fair value as of vesting date (from the end of the prior fiscal year) for stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year55,167111,313(21,185)
Compensation Actually Paid6,926,9226,353,8255,794,960
(3) The Total Shareholder Return (TSR) represents the cumulative total return on an initial fixed investment of $100 invested in the Company's common stock from the last day of trading in fiscal 2020 to the last day of trading in each of the applicable fiscal years. The return assumes reinvestment of dividends during the periods presented.
(4) The Peer Group TSR represents the S&P Retail Select Index, the index we use in the stock performance graph required by Item 201(e) of Regulation S-K, included in our fiscal year 2023 Form 10-K, filed with the SEC on October 11, 2023.
(5) Represents net income disclosed in our fiscal year 2023 Form 10-K for the years ended 2023, 2022, and 2021.
(6) Represents net sales adjusted for changes in foreign currencies for the years ended 2023, 2022, and 2021. This selected measure is used as a performance condition for certain annual performance-based awards for both the PEO and Non-PEO NEOs. Please refer to Appendix A: Non-GAAP Financial Measures for a reconciliation of net sales adjusted for changes in foreign currencies, which is a non-GAAP measure, to net sales under GAAP.
    
Company Selected Measure Name Net Sales Adjusted for Changes in Foreign Currencies    
Named Executive Officers, Footnote The principal executive officer (PEO) for all presented years was Mr. Jelinek. The Non-PEO named executive officers (Non-PEO NEOs) for each year were Mr. Galanti (all years), Mr. Vachris (all years), Mr. Miller (2023 and 2022), Mr. Riel (2023), Mr. Murphy (2022 and 2021), and Mr. Portera (2021).    
Peer Group Issuers, Footnote
(4) The Peer Group TSR represents the S&P Retail Select Index, the index we use in the stock performance graph required by Item 201(e) of Regulation S-K, included in our fiscal year 2023 Form 10-K, filed with the SEC on October 11, 2023.
    
PEO Total Compensation Amount $ 16,870,623 $ 9,905,070 $ 8,804,752
PEO Actually Paid Compensation Amount $ 18,733,773 11,868,875 10,342,108
Adjustment To PEO Compensation, Footnote
(2) The dollar amounts represent the amount of "compensation actually paid" or "CAP" as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid to the PEO or Non-PEO NEOs during the applicable year. The following tables represent the adjustments made to the Summary Compensation Table (SCT) total compensation for each year to calculate the compensation actually paid. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
PEO's Compensation Actually Paid202320222021
SCT Total16,870,6239,905,0708,804,752
Deduct, amounts reported under "stock awards" column in the SCT Table(14,937,824)(7,915,928)(7,049,636)
Add, fair value at fiscal year end of outstanding and unvested stock awards granted in the current fiscal year16,788,3128,420,0288,709,835
Add, change in fair value of outstanding and unvested stock awards granted in prior fiscal years396,1341,335,194—
Add, change in fair value as of vesting date (from the end of the prior fiscal year) for stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year(383,472)124,511(122,843)
Compensation Actually Paid18,733,77311,868,87510,342,108
    
Non-PEO NEO Average Total Compensation Amount $ 6,304,715 5,806,023 4,724,776
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,926,922 6,353,825 5,794,960
Adjustment to Non-PEO NEO Compensation Footnote
Non-PEO NEO's Average Compensation Actually Paid202320222021
SCT Total6,304,7155,806,0234,724,776
Deduct, amounts reported under "stock awards" column in the SCT Table(4,973,561)(4,596,112)(3,650,421)
Add, fair value at fiscal year end of outstanding and unvested stock awards granted in the current fiscal year5,540,6014,859,6384,467,861
Add, change in fair value of outstanding and unvested stock awards granted in prior fiscal years—172,963273,929
Add, change in fair value as of vesting date (from the end of the prior fiscal year) for stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year55,167111,313(21,185)
Compensation Actually Paid6,926,9226,353,8255,794,960
    
Compensation Actually Paid vs. Total Shareholder Return
The following chart shows the relationship among compensation actually paid to our PEO, the average compensation actually paid to our Non-PEO NEOs, and TSR for fiscal 2023, 2022, and 2021. Our peer group TSR is also included. Refer to footnote 3 and 4 in the table above for TSR methodology for Costco and the peer group.
549755819919
    
Compensation Actually Paid vs. Net Income
The following chart shows the relationship among compensation actually paid to our PEO, the average compensation actually paid to our Non-PEO NEOs, and net income for fiscal 2023, 2022, and 2021.
549755820059
    
Compensation Actually Paid vs. Company Selected Measure
The following chart shows the relationship among compensation actually paid to our PEO, the average compensation actually paid to our Non-PEO NEOs, and net sales adjusted for changes in foreign currencies for fiscal 2023, 2022, and 2021.
1099511635643
    
Total Shareholder Return Vs Peer Group
(3) The Total Shareholder Return (TSR) represents the cumulative total return on an initial fixed investment of $100 invested in the Company's common stock from the last day of trading in fiscal 2020 to the last day of trading in each of the applicable fiscal years. The return assumes reinvestment of dividends during the periods presented.
(4) The Peer Group TSR represents the S&P Retail Select Index, the index we use in the stock performance graph required by Item 201(e) of Regulation S-K, included in our fiscal year 2023 Form 10-K, filed with the SEC on October 11, 2023.
    
Tabular List, Table
Financial Performance Measures
The following list represents the most important metrics used to link Company performance to compensation actually paid for the most recently completed fiscal year. Only two measures are identified because they are the only measures used by the Company to link executive compensation to Company performance.
•Net Sales Adjusted for Changes in Foreign Currencies
•Income Before Income Taxes Adjusted for Changes in Foreign Currencies and Unusual Items
    
Total Shareholder Return Amount $ 163.78 158.84 133.65
Peer Group Total Shareholder Return Amount 129.00 128.26 184.84
Net Income (Loss) $ 6,292,000,000 $ 5,844,000,000 $ 5,007,000,000
Company Selected Measure Amount 241,194,000,000 224,492,000,000 189,293,000,000
PEO Name Mr. Jelinek    
Measure:: 1      
Pay vs Performance Disclosure      
Name Net Sales Adjusted for Changes in Foreign Currencies    
Non-GAAP Measure Description Represents net sales adjusted for changes in foreign currencies for the years ended 2023, 2022, and 2021. This selected measure is used as a performance condition for certain annual performance-based awards for both the PEO and Non-PEO NEOs. Please refer to Appendix A: Non-GAAP Financial Measures for a reconciliation of net sales adjusted for changes in foreign currencies, which is a non-GAAP measure, to net sales under GAAP.    
Measure:: 2      
Pay vs Performance Disclosure      
Name Income Before Income Taxes Adjusted for Changes in Foreign Currencies and Unusual Items    
PEO | Deduct, amounts reported under "stockawards" column in the Summary Compensation Table [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (14,937,824) $ (7,915,928) $ (7,049,636)
PEO | Add, fair value at fiscal year end of oustanding and unvested stock awards granted in the current fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 16,788,312 8,420,028 8,709,835
PEO | Add, change in fair value of outstanding and unvested stock awards granted in prior fiscal years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 396,134 1,335,194 0
PEO | Add,change in fair value as of vesting date (from the end of the prior fiscal year) for stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (383,472) 124,511 (122,843)
Non-PEO NEO | Deduct, amounts reported under "stockawards" column in the Summary Compensation Table [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (4,973,561) (4,596,112) (3,650,421)
Non-PEO NEO | Add, fair value at fiscal year end of oustanding and unvested stock awards granted in the current fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 5,540,601 4,859,638 4,467,861
Non-PEO NEO | Add, change in fair value of outstanding and unvested stock awards granted in prior fiscal years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 172,963 273,929
Non-PEO NEO | Add,change in fair value as of vesting date (from the end of the prior fiscal year) for stock awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 55,167 $ 111,313 $ (21,185)