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."