Independent
Tenure on this board
6.7 yrs
Also a director at
Kenvue Inc (KVUE)
11 nominees · 9 ballot items.
Election of 11 directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent registered public accounting firm; six shareholder proposals regarding voting thresholds, independent board chair, healthcare detransition coverage report, median compensation and benefits gaps report, use of diagnostic tools by politicized partners report, and report on excluding religious charities from gift match program.
Elect the 11 directors named in the proxy statement to serve until the 2027 annual meeting.
Nonbinding, advisory vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a nonbinding advisory vote approving the company’s executive compensation package as disclosed in the proxy materials. Management seeks this vote to reaffirm alignment between pay and performance and to obtain shareholder feedback on compensation practices; the board and Compensation Committee state that results will be considered in future compensation decisions. The proposal is routine for public companies and is intended to provide transparency and investor input on pay-for-performance alignment. The Board recommends a vote FOR, citing pay-for-performance philosophy, significant at-risk compensation tied to financial and strategic goals including the “Back to Starbucks” plan, and governance features such as stock ownership guidelines, clawbacks, and independent consultant review. The vote is advisory only and will not be binding on the board, but a substantial negative vote could prompt compensation plan changes or further engagement. The proxy includes detailed rationale, payout outcomes, and recent changes to incentive structures (including PRSUs and the “Back to Starbucks” PRSU) to demonstrate alignment with long-term objectives and retention needs for key executives.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Request the board take steps to replace any voting requirement that calls for greater-than-majority vote with a requirement for a majority of votes entitled to be cast.
This shareholder proposal asks the board to amend the company’s governance to replace any supermajority voting thresholds with simple majority voting. The proponent argues supermajority requirements (notably the two-thirds threshold under Washington law for mergers, share exchanges, asset sales, and voluntary dissolution) unfairly insulate management and limit shareholders’ ability to approve significant corporate actions. The proponent cites proxy advisor and large investor preferences for majority voting and notes other large companies that no longer have supermajority provisions. The board provided no recommendation, observing that most of its shareholder voting thresholds already adhere to majority standards and that the remaining supermajority requirements are statutory defaults under Washington law tied to high-stakes corporate actions; the board is skeptical an amendment to the articles would attract the necessary two-thirds shareholder approval absent a compelling reason, while committing to consider shareholder feedback.
Request the board adopt a policy requiring separation of the roles of chairman and CEO and that the chairman be an independent director, with limited exceptions.
This shareholder proposal seeks a formal policy requiring the separation of the CEO and board chair roles and that the chair be independent, arguing combined roles weaken oversight and entrench management. The proponent cites governance research and proxy advisory guidance favoring independent chairs. Management opposes the proposal, arguing that a one-size-fits-all mandate would remove necessary board flexibility, that the board’s current framework — including a strong lead independent director, independent committees, and annual leadership review — provides effective oversight, and that historical practice demonstrates the board can and will change structure if warranted. The board believes the proposal is unnecessary and could constrain its ability to act in shareholders’ best interests.
Request a report assessing financial risks associated with the company’s apparent exclusion of detransitioning in its healthcare coverage.
Request the board produce a report on median compensation and benefits gaps across gender addressing reproductive and gender dysphoria care and associated risks to recruiting, reputation, operations, and litigation.
The proposal asks for an analysis of median compensation and benefits gaps across gender with focus on reproductive and gender dysphoria care and related risks. Proponent cites reputational and legal risks and requests disclosure. Management opposes, noting existing pay equity processes, complexity of benefits design, and overlapping proposals addressing similar concerns; board believes the report would not provide meaningful additional value.
Request a report analyzing benefits, costs, and legal, reputational, competitive, and other risks of Starbucks’ use of diagnostic tools created by politicized corporate partners (e.g., SPLC) for vetting charities in its Giving Match program.
The proposal requests an evaluation of risks arising from Starbucks’ use of diagnostic tools by third-party organizations considered politicized (e.g., SPLC) for vetting charities in its Giving Match program. The proponent contends use of such tools exposes Starbucks to reputational and legal risks; management opposes citing complexity of charitable giving and impracticality of vague terms.
Request a report evaluating reputational, human capital, operational, legal, and other risks of excluding religious charities from the employee gift-match program.
The proposal requests an evaluation of risks from excluding religious charities from the Give Match program; proponent argues exclusions harm employees and engagement; management opposes noting program already matches many religious organizations and partners can nominate additional organizations; board believes report unnecessary.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 9.1% | 103,315,629 | $9.3B |
| 2 | Capital Research Global Investors | 9.0% | 102,348,519 | $9.2B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 74,026,228 | $6.6B |
| 4 | STATE STREET CORP | 4.2% | 47,729,771 | $4.3B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 29,445,025 | $2.6B |
| 6 | BlackRock, Inc. | 2.6% | 29,151,946 | $2.6B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 24,369,045 | $2.2B |
| 8 | BlackRock, Inc. | 2.0% | 22,963,485 | $2.1B |
| 9 | FMR LLC | 1.4% | 16,397,688 | $1.5B |
| 10 | Capital International Investors | 1.2% | 14,013,293 | $1.3B |
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