Costco Wholesale Corporation
10/20/2025 | Press release | Distributed by Public on 10/20/2025 16:40
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2025, the Compensation Committee of the Board of Directors approved the fiscal 2026 criteria for bonuses to executive officers, with the Nominating and Governance Committee of the Board also approving the environmental and social performance criteria. Executive officers other than the Chief Executive Officer are eligible to receive bonuses up to $371,200. The base amounts include $128,000 based on targets relating to sales and $128,000 based on targets relating to pre-tax income. The potential payment attributable to each goal may be from zero to up to 120% of the target amount, based on the level of achievement. In addition, up to $64,000 can be earned relating to environmental and social objectives based on quantitative performance metrics (including those concerning human capital and environmental-related areas).
For fiscal 2026, the Chief Executive Officer is eligible to receive a bonus of up to $1.12 million. The base amounts include $400,000 based on targets relating to sales and $400,000 based on targets relating to pre-tax income. The potential payment attributable to each goal may be from zero to up to 120% of the target amount, based on the level of achievement. In addition, $160,000 can be earned relating to environmental and social metrics (as discussed above).
A copy of the Fiscal 2026 Executive Bonus Plan is attached as Exhibit 10.1.
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