Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 6, 2009, the Board of Directors of Starbucks Corporation (the
"Company") approved amendments to the Company's amended and restated bylaws (as
amended, the "Amended Bylaws"). The principal changes effected by the adoption
of the Amended Bylaws were (i) expanded information requirements for any
shareholder proposing director nominations or any other business for
consideration at a meeting of shareholders, including disclosure of hedging,
derivative interests and other similar ownership arrangements; (ii) revised
advance notice provisions to ensure that such provisions are clear and
unambiguous and that compliance with the notice procedures set forth in the
Amended Bylaws is the exclusive means for a shareholder to make nominations or
submit other business at a meeting of shareholders (other than proposals
governed by Rule 14a-8 under the Securities Exchange Act of 1934); (iii)
revisions to make indemnification of employees and agents of the Company at the
discretion of the Board rather than mandatory; (iv) revisions of the notice
provisions to reflect recent changes to the Washington Business Corporation Act
("WBCA") regarding electronic notice and transmission; and (v) deletion of the
Conflicts of Interest section since potential conflicting transactions are
covered under the Company's Standards of Business Conduct and the WBCA. The
Amended Bylaws also contain certain other clarifying and conforming changes. The
Amended Bylaws became effective on January 6, 2009. The preceding is qualified
in its entirety by reference to the Company's Amended Bylaws, which are attached
hereto as Exhibit 3.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.2 Starbucks Corporation Amended and Restated Bylaws
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