Costco Wholesale : Proxy Statement for the FY ended on 12/31/2024

999 Lake Drive

Issaquah, Washington 98027

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO OUR SHAREHOLDERS:

The Annual Meeting of the Shareholders of Costco Wholesale Corporation (the "Company") will be held by live webcast, on Thursday, January 23, 2025, at 2:00 p.m. Pacific time, to:

1. Elect the nine directors nominated by the Board of Directors to hold office until the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified;
2. Ratify the selection of KPMG LLP ("KPMG") as the Company's independent auditors for fiscal 2025;
3. Approve, on an advisory basis, the compensation of the Company's named executive officers for fiscal 2024 as disclosed in these materials;
4. Vote on the shareholder proposal described in the accompanying proxy statement, if properly presented at the meeting; and
5. Transact such other business as may properly come before the meeting or any adjournments thereof.

Our 2025 Annual Shareholders' Meeting will be held in a virtual format only, and shareholders can participate from any location with Internet connectivity. We believe this enhances accessibility and reduces the carbon footprint of our activities. Shareholders may view a live webcast of the Annual Meeting and submit questions digitally prior to and during the meeting at www.virtualshareholdermeeting.com/COST2025. Please refer to the "Participating in the Annual Meeting" section of the Proxy Statement for more details.

Shareholders can vote their shares before the meeting online at www.proxyvote.com, by calling 1-800-690-6903, by mailing a completed proxy card, or by mobile device by scanning the QR code on the proxy card or Notice of Internet Availability of Proxy Materials. Shareholders may also vote online during the virtual meeting at www.virtualshareholdermeeting.com/COST2025.

Only shareholders of record at the close of business on November 15, 2024, are entitled to notice of and to vote at the meeting. All shareholders are requested to be present virtually or by proxy. Any shareholder giving a proxy may revoke it at any time before it is voted.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting. We are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials, rather than a full paper set of the materials. The notice contains instructions on how to access our proxy materials online, as well as instructions on obtaining a paper copy. All shareholders who do not receive such a notice, including shareholders who have previously requested to receive a paper copy, will receive a full set of paper proxy materials by U.S. mail. This process reduces our carbon footprint and our costs to print and distribute materials.

Voting by the Internet or telephone is fast and convenient, and your vote is immediately confirmed and tabulated. If you receive a paper copy of the proxy materials, you may also vote by completing, signing, dating and returning the accompanying proxy card in the enclosed return envelope furnished for that purpose. By using the Internet or telephone you help the Company reduce postage and proxy tabulation costs.

Please do not return the enclosed paper ballot if you are

voting over the Internet or by telephone.

VOTE BY INTERNET

http://www.proxyvote.com

24 hours a day/7 days a week

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on January 22, 2025. Have your proxy card in hand when you access the website, and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY TELEPHONE

[phone] via touch-tone

phone toll-free

24 hours a day/7 days a week

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on January 22, 2025. Have your proxy card in hand when you call, and then follow the instructions.

You may also vote online during the meeting at www.virtualshareholdermeeting.com/COST2025

Your cooperation is appreciated, because a majority of the common stock must be represented, either in person or by proxy, to constitute a quorum for the conduct of business.

By order of the Board of Directors,

John Sullivan

Executive Vice President, General

Counsel and Secretary

December 11, 2024

Important Notice Regarding the Availability of Proxy Materials for

the Meeting of Shareholders to be Held on January 23, 2025

The Proxy Statement and Annual Report to Shareholders are available at

https://investor.costco.com.

TABLE OF CONTENTS
	Page
Solicitation and Revocation of Proxy	1
Proposal 1: Election of Directors	3
Committees of the Board	7
Compensation of Directors	10
Shareholder Communications to the Board	11
Principal Shareholders	11
Equity Compensation Plan Information	12
Executive Compensation	13
Compensation Discussion and Analysis	13
Report of the Compensation Committee of The Board of Directors	18
Summary Compensation Table	19
Fiscal 2024 All Other Compensation	20
Fiscal 2024 Grants of Plan-Based Awards	20
Outstanding Equity Awards at Fiscal 2024 Year-End	21
Fiscal 2024 Restricted Stock Units Vested	22
Fiscal 2024 Non-Qualified Deferred Compensation	22
Potential Payments Upon Termination or Change-in-Control	23
CEO Pay Ratio	25
Pay Versus Performance	25
Certain Relationships and Transactions	28
Report of the Audit Committee	29
Independent Public Accountants	29
Proposal 2: Ratification of Selection of Independent Public Accountants	30
Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation	30
Proposal 4: Shareholder Proposal Requesting Report on the Risks of Maintaining DEI Efforts	31
Other Matters	33
Shareholder Proposals for the 2026 Annual Meeting	34
Annual Report to Shareholders and Form 10-K	34
General Information	35
Appendix A: Non-GAAP Financial Measures	36

[This Page Intentionally Left Blank]

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

January 23, 2025

SOLICITATION AND REVOCATION OF PROXY

Proxies in the form furnished are solicited by the Board of Directors of the Company to be voted at the Annual Meeting of Shareholders to be held on January 23, 2025, or any adjournments (the "Annual Meeting"). The individuals named as proxy are Hamilton E. James and Ron M. Vachris. A Notice of Internet Availability of Proxy Materials was first sent to shareholders and the accompanying notice of meeting, this Proxy Statement and the form of proxy are first being made available to shareholders on or about December 11, 2024.

All shares represented by proxies received will be voted in accordance with instructions contained in the proxies. The Board of Directors unanimously recommends a vote:

1. FOR the nine nominees for director named in this Proxy Statement;
2. FOR the ratification of the selection of the Company's independent auditors;
3. FOR the approval, on an advisory basis, of the compensation of the Company's named executive officers for fiscal 2024 as disclosed in these materials; and
4. AGAINST the shareholder proposal.

In the absence of voting instructions to the contrary, shares represented by validly executed proxies will be voted in accordance with the foregoing recommendations. A shareholder giving a proxy has the power to revoke it any time before it is voted by providing written notice to the Secretary of the Company, by delivering a later-dated proxy, or by voting virtually at the Annual Meeting.

Only shareholders of record at the close of business on November 15, 2024 (the "Record Date") will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 443,960,469 shares of common stock outstanding, which represent all of the voting securities of the Company. Each share of common stock is entitled to one vote. Shareholders do not have cumulative voting rights in the election of directors.

A majority of the common stock entitled to vote at the Annual Meeting, present either virtually or by proxy, will constitute a quorum. Shareholders who abstain from voting on any or all proposals will be included in the number of shareholders present at the meeting for purposes of determining the presence of a quorum. Abstentions and broker non-votes will not be included in the total of votes cast and will not affect the outcome of the vote on proposals 1 through 4.

With respect to proposal 1, the Company's bylaws provide that in an uncontested election for directors, as at this meeting, a nominee will be elected if the number of votes cast for the nominee's election exceeds the number of votes cast against the nominee's election. An incumbent director nominee who fails to receive the requisite votes for election will not be elected but will continue to serve as a director until the earliest of: (i) 90 days from the date on which the voting results of the election are determined; (ii) the date on which an individual is selected by the Board to fill the position held by such director; or (iii) the date of the

director's resignation. With respect to proposals 2 through 4, to approve each proposal the votes that shareholders cast "for" must exceed the votes cast "against."

If shares are held by a broker or other financial institution on your behalf (that is, in "street name"), and you do not instruct that firm as to how to vote them, Nasdaq rules allow the firm to vote your shares only on routine matters. Proposal 2, the ratification of the selection of the Company's independent auditors for fiscal 2025, is the only matter for consideration at the meeting that Nasdaq rules deem to be routine. For all other proposals, you must submit voting instructions to the firm that holds your shares if you want your vote to count. When a firm votes a client's shares on some but not all of the proposals, the missing votes are referred to as "broker non-votes." Please instruct your broker or other financial institution so your vote can be counted.

In addition to mailing the Notice of Internet Availability of Proxy Materials to shareholders, the Company has asked banks and brokers to forward copies of the notice, and upon request, paper copies of the proxy materials, to persons for whom they hold stock of the Company and to request authority for execution of the proxies. The Company will reimburse banks and brokers for their reasonable out-of-pocket expenses in doing so. Officers and employees of the Company may, without being additionally compensated, solicit proxies by mail, telephone, email or personal contact. All proxy-soliciting expenses will be paid by the Company in connection with the solicitation of votes for the Annual Meeting. Alliance Advisors may solicit proxies at a cost we anticipate will not exceed $14,500.

Participating in the Annual Meeting

We are conducting a virtual Annual Meeting. Shareholders can participate from any location with Internet connectivity.

• To participate in the Annual Meeting, including to vote and to view the list of registered shareholders as of the record date during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/COST2025 and enter the 16-digit control number found on the Notice of Internet Availability of Proxy Materials or on the proxy card or voting instruction form provided to you with this Proxy Statement.
• Whether or not you plan to participate in the Annual Meeting, it is important that your shares be represented and voted. We encourage you to access www.proxyvote.com or call 1-800-690-6903 and vote in advance of the Annual Meeting.
• Shareholders are able to submit questions for the Annual Meeting's question and answer session before and during the meeting through www.virtualshareholdermeeting.com/COST2025. When submitting questions shareholders must identify themselves and provide contact information. We will respond as practical to appropriate questions during the meeting. A recording of the event and responses to unanswered questions (consolidating repetitive questions) will be posted and available after the meeting at https:// investor.costco.com. Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which shareholders can view during the meeting at the meeting website or during the ten days prior to the meeting at www.proxyvote.com.
• We encourage you to access the Annual Meeting before it begins. Online check-in will be available approximately 15 minutes before the meeting starts. If you have difficulty accessing the meeting, please call 844-986-0822 (toll free) or 303-562-9302 (international).
• Closed captioning will be available for the meeting. For assistance with accommodations please email us at [e-mail] by January 22, 2025.

Note about Forward-Looking Statements

Certain statements in this Proxy Statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, statements regarding our environmental and other sustainability plans and goals, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private

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Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this Proxy Statement. They generally are identified by the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "seek," "should," "target," "will," "would," or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), workforce interruptions, energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to environmental and social matters, public-health related factors, and other risks identified from time to time in the Company's public statements and reports filed with the Securities and Exchange Commission ("SEC"). A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled "Risk Factors" in our Form 10-K and 10-Q. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements, except as required by law.

PROPOSAL 1: ELECTION OF DIRECTORS

Directors are elected annually for terms expiring at the next annual meeting of shareholders. In the case of any vacancy on the Board, including a vacancy created by an increase in the number of directors, the vacancy may be filled by the Board for a term continuing until the next election of directors by the shareholders. W. Craig Jelinek and Richard A. Galanti were not nominated by the Board for re-election. The Board has not nominated individuals to fill these vacancies. Each of Susan L. Decker, Kenneth D. Denman, Helena B. Foulkes, Hamilton E. James, Sally Jewell, Jeffrey S. Raikes, John W. Stanton, Ron M. Vachris, and Mary Agnes (Maggie) Wilderotter is nominated to serve for a one-year term until the annual meeting of shareholders in 2026 and until a successor is elected and qualified. All nominees are current directors.

Each nominee has indicated a willingness and ability to serve as a director. If any nominee becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as will be designated by the Board. The proxies being solicited will be voted for no more than nine nominees at the Annual Meeting. Each director will be elected by a majority of the votes cast, virtually or by proxy, at the Annual Meeting, assuming a quorum is present.

The candidates for election have been nominated by the Board based on the recommendation of the Nominating and Governance Committee. In addition to the information presented below regarding each nominee's specific experience, qualifications, attributes and skills that led the Board to conclude that he or she should serve as a director, the Board believes that each nominee has demonstrated: outstanding achievement in his or her professional career; relevant experience; personal and professional integrity; ability to make independent, analytical inquiries; experience with and understanding of the business environment; and willingness and ability to devote adequate time to Board duties. We also believe that our directors collectively have the skills and experience that make them well-suited to oversee the Company. They are or have been established leaders in important areas of business, government, and non-profit service. In addition, members of our Board have a great diversity of experiences and bring a wide variety of views that strengthen their ability to guide our Company.

The Board of Directors unanimously recommends that you vote FOR Proposal 1.

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DIRECTORS

The following tables set forth information regarding the nine nominees for election as a director, each to hold office until the 2026 annual meeting of shareholders and until their successors have been duly elected and qualified.

Name			Current Position with the Company				Age
Hamilton E. James	Chairman of the Board of Directors	73
Susan L. Decker	Director	62
Kenneth D. Denman	Director	66
Helena B. Foulkes	Director	60
Sally Jewell	Director	68
Jeffrey S. Raikes	Director	66
John W. Stanton	Director	69
Ron M. Vachris1	Chief Executive Officer, President and Director	59
Mary Agnes (Maggie) Wilderotter	Director	69
_______________________
(1) Mr. Vachris succeeded Mr. Jelinek as Chief Executive Officer on January 1, 2024.
BOARD DIVERSITY MATRIX (As of 12/11/2024)
				Female		Male
Part I: Gender Identity
Directors	4	5
Part II: Demographic Background
African American or Black		-	1
White	4	4

INDIVIDUAL BOARD SKILLS MATRIX

Qualifications, Skills, and Experience

Hamilton E. James

Susan L. Decker

Kenneth D. Denman

Helena B. Foulkes

Sally Jewell

Jeffrey S. Raikes

John W. Stanton

Ron M. Vachris

Maggie Wilderotter

Senior Leadership: Service in senior leadership positions, in government and/or business, including past CEO experience, with expertise in governance, strategy, development, human capital management, and workforce development

Financial Expertise: Understanding of financial markets, accounting, and/or financial reporting processes

Retail Industry Experience: Understanding of operational, financial, and strategic issues facing large retail companies

Technology or E-commerce: Leadership and expertise in technology, e-commerce and digital platforms

Risk Management: Governmental public policy, legal and risk management experience and expertise, including data security and/or experience managing cybersecurity and information security risks

Global Operations: Experience at multinational companies or in international markets

Marketing and Brand Management: Experience in consumer marketing, sales or brand management

•	•	•	•	•	•	•	•	•
•	•	•	•	•		•		•
•			•	•			•	•
	•	•			•	•		•
•	•	•	•	•	•	•	•	•
•	•	•	•		•	•	•	•
	•		•	•	•	•	•	•

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	Board Relevant Skills and Experience
Senior Leadership
					9
Financial Expertise
			7
Retail Industry Experience
		5
Technology or E-Commerce
		5
Risk Management
			9
Global Operations
		8
Marketing and Brand

Management	7

DIRECTOR BIOGRAPHIES

Set forth below is information with respect to each director of the Company.

Hamilton E. James has been a director of the Company since August 1988. He was the Lead Independent Director from 2005 until becoming the non-executive Chairman of the Board in August 2017. He is chairman of Jefferson River Capital, his family investment firm. He was Executive Vice Chairman of The Blackstone Group, a global alternative asset manager and provider of financial advisory services, until January 31, 2022, and served as its President and Chief Operating Officer from 2002 until 2018. He was also a member of the board of directors of its general partner, Blackstone Group Management L.L.C., until January 31, 2022. Mr. James's qualifications to serve on the Board include the knowledge and experience he has gained, and contributions he has made, during his tenure as a director of our Company and his broad-ranging experiences in the financial services industry, including senior leadership positions.

Susan L. Decker has been a director of the Company since October 2004. She is Chief Executive Officer and founder of Raftr, Inc., a community experience platform for campuses, founded in 2018. From 2000 to 2009, Ms. Decker served in various executive management roles at Yahoo! Inc., including President from 2007 to 2009 and Executive Vice President and Chief Financial Officer from 2000 to 2007. She is a director of Berkshire Hathaway Inc. and Vail Resorts, Inc., and of private corporations Vox Media, Inc., Automattic, Inc. and Chime Financial, Inc. She was previously a director of Intel Corporation, Pixar and Momentive Global Inc. Ms. Decker's qualifications to serve on the Board include the knowledge and experience she has gained, and contributions she has made, during her tenure as a director of our Company, her service on the boards of other public companies, and her broad-ranging experiences, including senior leadership positions, in the areas of finance, technology and marketing.

Kenneth D. Denman has been a director of the Company since March 2017. He has been a General Partner at Sway Ventures, a venture capital firm, since March 2017. He was President and Chief Executive Officer of Emotient, Inc., a developer of software technology to analyze facial expressions, until the company was acquired by Apple in January 2016. Previously, Mr. Denman was the Chief Executive Officer of Openwave Systems, Inc., chairman and CEO of iPass, Inc., and a Senior Vice President and COO for MediaOne. He is a member of the boards of directors of Motorola Solutions, Inc., where he is the lead independent director and chair of the Nominating and Governance Committee. Previously he was a director at

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VMware Inc., Mitek Systems Inc., LendingClub Inc., ShoreTel, Inc., and United Online, Inc. Mr. Denman sits on the board of the University of Washington's Foster School of Business, he is the chairman of the University of Washington Foundation Board, and is a member of the Hospital Board of Trustees of Seattle Children's. Mr. Denman's qualifications to serve on the Board include knowledge and experience from service on the boards of other public companies, and his broad-ranging experiences, including chief executive and other leadership positions, in the areas of technology and international business.

Helena B. Foulkes has been a director of the Company since August 2023. She was CEO and member of the board of directors of Hudson's Bay Company from February 2018 to March 2020. Prior to that, she spent 25 years at CVS Health Corporation, including as President of CVS Pharmacy from January 2014 to January 2018, and Executive Vice President and Chief Health Care Strategy and Marketing Officer from 2011 to 2013. Ms. Foulkes is also a member of the board of directors of Skillsoft Corp. and private companies Follett Higher Education Group, where she serves as Executive Chair, PM Pediatrics Care, and Harry's Inc. She was previously a director of The Home Depot, Inc. Ms. Foulkes recently completed her service as President of Harvard University's Board of Overseers for the 2021-2022 academic year. Ms. Foulkes qualifications to serve on the Board include her substantial experience in retail and as a board member of prominent companies.

Sally Jewell has been a director since January 2020. From June 2019 until May 2020, she served as the interim Chief Executive Officer of The Nature Conservancy, a global environmental non-profit organization, where she continues to serve as a global board member and treasurer. She served as U.S. Secretary of the Interior under President Barack Obama from 2013 to 2017. Prior to her government service, she was CEO of Recreational Equipment Inc., a retailer of outdoor recreation equipment and services, from 2005 to 2013, COO from 2000 to 2005 and a board member from 1996 to 2013. Previously, she worked in commercial banking for 19 years, including in various executive capacities. She serves as chair of the board of Symetra Financial Corporation, a wholly-owned subsidiary of Sumitomo Life Insurance Company. Mrs. Jewell's qualifications to serve on the Board include her extensive board service at other public and private corporations and non-profit organizations, and her diverse experience, including serving as chief executive and other leadership positions in government, retail and other businesses, and environmental matters.

Jeffrey S. Raikes has been a director of the Company since December 2008. He is a co-founder of the Raikes Foundation, which invests in youth-serving institutions and systems to make them more effective in supporting young people, especially those that have been most marginalized. Mr. Raikes served as a trustee of Stanford University from 2012 to May 2022, including as board chair from 2017 to 2021. He was the Chief Executive Officer of the Bill & Melinda Gates Foundation from 2008 to 2014. Mr. Raikes held several positions with Microsoft Corporation from 1981 to 2008, including President of the Business Division from 2005 to 2008. Mr. Raikes' qualifications to serve on the Board are broad-ranging experiences, including senior leadership positions, in the areas of technology, agriculture, marketing, academia, and at one of the world's largest foundations.

John W. Stanton has been a director of the Company since October 2015. He is the Chairman of Trilogy Equity Partners, which invests in wireless-related companies, and Chairman of First Avenue Entertainment LLLP, which is the owner of the Seattle Mariners. Mr. Stanton founded and served as Chairman and Chief Executive Officer of Western Wireless Corporation, a wireless telecommunications company, from 1992 until shortly after its acquisition by ALLTEL Corporation in 2005. He was Chairman and a director of T- Mobile USA, formerly VoiceStream Wireless Corporation, a mobile telecommunications company, from 1994 to 2004, and was Chief Executive Officer from 1998 to 2003. Mr. Stanton was a director of Clearwire Corp. from 2008 to 2013, Chairman between 2011 and 2013, and interim Chief Executive Officer during 2011. He is currently a director of Microsoft Corporation and was previously a director of Trilogy International Partners and Columbia Sportswear Company. Mr. Stanton's qualifications to serve on the Board are his broad-ranging experiences, including senior leadership positions, in the areas of telecommunications and technology, and service on the boards of other companies.

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