STARBUCKS CORP
Shareholder Proposals
Item 4
Replace supermajority shareholder voting requirements for corporate actions with a simple majority-vote standard.
The proposal asks the board to amend governance provisions so that any shareholder voting requirement that currently calls for a greater-than-majority vote (e.g., two-thirds) be replaced with a majority-of-votes-entitled-to-be-cast standard. The proponent notes that Washington law imposes default supermajority thresholds for certain major transactions and argues those thresholds impede shareholders’ ability to approve or block significant corporate actions. The supporting statement references proxy advisory firm guidance and past shareholder votes at other companies as rationale for adopting a majority standard. The resolution is advisory and seeks board action to implement majority voting where legally permissible.
Item 5
Require separation of the CEO and Board Chair roles and adopt a policy that the Board Chair be an independent director.
This proposal asks the board to adopt a formal policy separating the roles of CEO and Board Chair and to amend governance documents if necessary. It calls for the Chair to be an independent director whenever possible, prohibits selecting a former CEO as Chair, and permits a temporary non-independent Chair only while seeking an independent Chair. The supporting statement cites governance research and proxy adviser guidance arguing that separation strengthens board oversight and reduces concentration of power. The resolution requests the board institutionalize this leadership structure as a policy.
Item 6
Prepare a report evaluating financial risks from excluding detransition-related care from employee health coverage.
The proposal requests an evaluation and public report on the financial risks to Starbucks of apparently excluding detransitioning care from its health benefits, to be completed within a year and excluding confidential information. The proponent highlights that Starbucks references WPATH in its gender-affirming care policy and notes that WPATH does not expressly address detransition coverage. The supporting statement frames potential costs (medical procedures, hormone treatments, complications) and legal/reputational risks, and cites recent regulatory and legislative developments as additional context. The requested report would assess those potential financial and compliance exposures tied to current benefit design.
Item 7
Produce a report on median compensation and benefits gaps across gender with respect to reproductive and gender-dysphoria-related care and associated risks.
This proposal asks the board to prepare a report assessing median pay and benefits gaps across gender categories specifically in relation to reproductive care and gender dysphoria treatments. It requests the analysis include relevant policy, reputational, operational, competitive, litigation, and talent risks, while excluding proprietary or litigation-strategy details. The proponent frames the request in the context of brand and legal risk and cites high-profile cases and surveys as context for potential liabilities. The report would aim to inform shareholders about compensation and benefits alignment and related enterprise risks.
Item 8
Conduct an evaluation and report on benefits, costs, and risks of using diagnostic or vetting tools developed by politicized corporate partners.
The proposal requests an evaluation and report within a year analyzing benefits, costs, and legal, reputational, competitive, and other risks associated with Starbucks’ use of diagnostic or vetting tools created by organizations the proponent describes as politicized corporate partners. The supporting statement specifically highlights the Southern Poverty Law Center as an example and raises concerns about reputational and legal risks tied to third-party lists or designations. The report is requested to exclude proprietary and confidential information. The intent is to assess whether reliance on such external diagnostic tools could harm brand value or stakeholder relations.
Item 9
Evaluate and report on risks of excluding religious charities from the employee gift-matching program.
This proposal asks the board to evaluate and report on reputational, human capital, operational, legal, and other relevant risks stemming from excluding religious charities from Starbucks’ employee gift-match program. The supporting statement argues that excluding religious organizations reduces employee participation and risks alienating donors, noting many employees donate to religious charities. The requested report should exclude proprietary and confidential information and be delivered within a year. The study is intended to help shareholders understand potential impacts on recruitment, retention, brand perception, and legal exposure related to the program’s eligibility rules.