Item 5.07. Submission of Matters to a Vote of Security Holders

On January 19, 2023, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,864,342 shares of common stock entitled to be voted; 350,729,670 shares were voted in person or by proxy. Shareholders voted on the following matters:

1.The election of each of the directors nominated by the Board of Directors to hold office until the 2024 Annual Meeting of Shareholders and until their successors are elected and qualified;

2.The ratification of the selection of KPMG LLP as the Company's independent auditors for fiscal year 2023;

3.The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2022 as disclosed in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on December 6, 2022;

4.The approval, on an advisory basis, of the frequency of future advisory votes on executive compensation; and

5.A shareholder proposal regarding a report on the risks of state policies restricting reproductive rights.

All items except 5 were approved. The results of the votes are set forth below:

Election of Directors


Nominees                  For         Against      Abstain     Broker Non-Votes

Susan L. Decker 264,621,277 26,385,523 387,138 59,335,732 Kenneth D. Denman 274,661,110 16,234,392 498,436 59,335,732 Richard A. Galanti 267,184,808 23,796,509 412,621 59,335,732 Hamilton E. James 274,683,105 15,957,152 753,681 59,335,732 W. Craig Jelinek 286,944,505 4,042,374 407,059 59,335,732 Sally Jewell 289,126,577 1,807,594 459,767 59,335,732 Charles T. Munger 252,856,010 38,056,621 481,307 59,335,732 Jeffrey S. Raikes 236,119,403 54,766,835 507,700 59,335,732 John W. Stanton 287,321,118 3,637,774 435,046 59,335,732 Ron M. Vachris 281,133,040 9,827,889 433,009 59,335,732 Maggie Wilderotter 268,076,245 22,825,090 492,603 59,335,732

Ratification of the Selection of Auditors:



                             For         Against      Abstain
                         336,868,716    13,384,009    476,945

Advisory Vote on Executive Compensation:



                    For         Against      Abstain     Broker Non-Votes
                277,181,009    13,280,793    932,136        59,335,732

Advisory Vote on frequency of future advisory votes on Executive Compensation:



                        1 Year       2 Years     3 Years     Abstain
                     286,446,070     635,158    3,549,363    763,347

On January 19, 2023, the Board of Directors of the Company determined that it will include annually in the proxy materials a shareholder vote on the compensation of executives until the next required shareholder vote on the frequency of shareholder votes on the compensation of executives.

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Shareholder proposal regarding a report on the risks of state policies restricting reproductive rights:



                   For          Against      Abstain      Broker Non-Votes
                37,147,295    242,150,184   12,096,459       59,335,732

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