UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
STARBUCKS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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EXPLANATORY NOTE
Starbucks Corporation (the “Company”) is filing the following information as additional soliciting
material related to the solicitation of proxies for its 2009 Annual Meeting of Shareholders, which
the Company also included in a Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 20, 2009.
Item 8.01 Other Events.
Effective February 19, 2009, the Compensation and Management Development Committee (the
“Compensation Committee”) of the Board of Directors of Starbucks Corporation (the “Company”)
approved an amendment (the “Amendment”) to the Company’s 2005 Long-Term Equity Incentive Plan (the
“Plan”) to delete a provision of the Plan providing that shares underlying exercised awards that
are not issued in settlement of the awards will become available for future awards under the Plan.
The Amendment arose from discussions with RiskMetrics Group in connection with its review of the
Company’s proposed stock option exchange program. The Company included a proposal seeking
shareholder approval of an amendment to the Company’s equity incentive plans to allow for a
one-time stock option exchange program in its definitive proxy statement for the 2009 Annual
Meeting of Shareholders to be held March 18, 2009, filed with the Securities and Exchange
Commission on January 22, 2009.
The Amendment deleted the following sentence from Section 4(a) of the Plan:
“Without limiting the foregoing, unless the Plan shall have been terminated, Shares underlying an
Award that has been exercised, either in part or in full, including any Shares that would otherwise
be issued to a Participant that are used to satisfy any withholding tax obligations that arise with
respect to any Award, shall become available for future Awards under the Plan except to the extent
Shares were issued in settlement of the Award.”