ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL

YEAR.

On September 11, 2020 the Board of Directors of Costco Wholesale Corporation (the "Company") adopted amendments to Sections 3.3, 3.4 and 3.6 of the Company's Bylaws, as amended (the "Bylaws"), to provide for majority voting in non-contested elections of our directors, with plurality voting to continue to apply in contested elections. The amendments will be effective and first apply with respect to the Company's 2022 Annual Meeting of Shareholders. The existing Bylaws providing for plurality voting and the existing resignation policy will apply with respect to the Company's 2021 Annual Meeting of Shareholders.

The foregoing description of the amendments to the Bylaws is not complete and is qualified in its entirety by reference to the text of the amendments, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits




(d) Exhibits.



Exhibit
Number                                    Description

3.2            Amendments to Sections 3.3, 3.4 and 3.6 of the Bylaws of Costco
             Wholesale Corporation, (to be effective and first apply with respect
             to the Company's 2022 Annual Meeting of Shareholders).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).




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