UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 27, 2018
Starbucks Corporation
(Exact name of registrant as specified in its charter)
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Washington
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0-20322
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91-1325671
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2401 Utah Avenue South, Seattle, Washington 98134
(Address of principal executive offices) (Zip Code)
(206) 447-1575
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging Growth Company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Selection 13(a) of the Exchange
Act. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K/A is being filed solely to ensure the correct item number tag (Item 5.02) is reflected in the EDGAR system for the submission
of the Current Report on Form 8-K filed June 28, 2018 with respect to the upcoming retirement of the Company’s chief financial officer and to conform the date listed on the cover page of the 8-K with the date of the transition agreement, June
27, 2018 (which date was disclosed and set forth in the body of the originally filed 8-K). No substantive changes have been made to the disclosures previously provided.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officer.
On June 28, 2018, Starbucks Corporation (the “Company”) issued a press release announcing that Scott
Maw, executive vice president and chief financial officer, will retire on November 30, 2018 (the “retirement date”) and that the Company has commenced a search process for his successor. The Company entered into a transition agreement
with Mr. Maw on June 27, 2018, which provides that:
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if the Company hires a chief financial officer prior to the retirement date, Mr. Maw will transition to a senior advisor role but remain employed (with the same compensation and benefits) through the retirement
date,
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between the retirement date and March 31, 2019, Mr. Maw will serve as a senior consultant to the Company in exchange for $250,000 per month (the “consulting fees”),
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subject to his execution of a release of claims and continued employment through the retirement date, Mr. Maw will receive a $400,000 cash transition bonus (the “transition bonus”), and
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the agreement also addresses treatment of included bonus and consulting payments and equity awards in the event of certain early involuntary terminations as set forth in the agreement, which specifies the amounts
payable under such limited circumstances.
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The foregoing summary of the transition agreement is qualified in its entirety by reference to
the full text of the agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference. A copy of the press release is attached as Exhibit 99.1 for
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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STARBUCKS CORPORATION
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Dated: June 28, 2018
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By:
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/s/ Rachel A. Gonzalez
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Rachel A. Gonzalez
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executive vice president, general counsel and secretary
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Exhibit 10.1
June 27, 2018
Scott Maw
Subject: Transition Agreement
Dear Scott,
I appreciate your contributions to Starbucks and
the support you have provided over the past seven years. I respect your desire to transition to a new phase of your life while supporting Starbucks desire to attract fresh leadership in the finance role. Your willingness to support a transition
period in support of new finance leadership while providing advisory services allows us both to more gracefully manage this transition. This letter outlines the terms and the corresponding recognition for you in this process.
Your employment with Starbucks will continue through November 30, 2018, allowing you to receive your equity awards that are scheduled to vest in November
2018 and your FY18 EMBP bonus under the terms of the Plan. Upon the hiring of a new chief financial officer (cfo), you will remain a partner and transfer to the role of senior advisor to the ceo, with your same salary and benefits, continuing to
report directly to me to assist the new cfo as needed. In addition to your regular salary and any FY18 EMBP bonus you may receive, if you do not resign prior to November 30, 2018, you will be entitled to a transition bonus of $400,000. The
payment of the transition bonus will be made no later than December 31, 2018, subject to your execution without revocation of a separation agreement and general release signed by you on a form provided by Starbucks (the “separation
agreement”) following the cessation of your employment on November 30, 2018.
Effective December 1, 2018 you will transition from being a
partner to a senior consultant reporting directly to me, providing advice as requested by me or the new cfo. As a consultant, you will be paid a consultancy fee of $250,000 per month, to be paid by the
15
th
of the following month, through March 31, 2019 (the “consultancy period”). This consultancy fee is in lieu of any further compensation or benefits you would have received as a
continuing employee of Starbucks. In the event you terminate the consultancy prior to March 31, 2019, you will be entitled only to the pro-rated fee for the month in which you terminated the consultancy.
In the event of your separation from employment or termination of the consultancy due to your death or “permanent disability” (within the meaning of
our long-term disability plan), the full amount of any then unpaid transition bonus and consultancy fees will be paid to (1) in case of your death, the beneficiary of your company-sponsored executive life insurance and (2) in case of your
permanent disability, to your personal representative to be used for your benefit, with such amounts being paid within ten (10) business days after such separation from service. Termination of your employment or consultancy, as applicable, for
unsatisfactory performance or misconduct will result in forfeiture of any entitlements to further payment of salary amounts, unpaid transition bonus and consultancy fees. Subject to your execution without revocation of the separation agreement, the
involuntary termination of your employment or consultancy, as applicable, for reasons other than unsatisfactory performance or misconduct, will result in the acceleration of any then unpaid transition bonus, the
value of unvested equity scheduled to vest in November 2018, the value of any unpaid FY18 EMBP bonus at the amount under the Plan and any unpaid consultancy fees, which will be paid within ten
(10) business days of the effective date of the separation agreement.
Please note that this offer does not constitute an expressed or implied
contract of employment for a specific duration of time. Your employment will continue to be “at will”, meaning that either you or Starbucks can end the employment relationship at any time, for any reason not prohibited by law. All salary
and transition bonus payments due hereunder are subject to applicable tax withholding by Starbucks. You will be responsible for the payment of any taxes due in respect of the consultancy fees.
If you have any questions, please do not hesitate to reach out to Lucy Helm. Thank you for all you have done and continue to do for me personally, the company
and most importantly our partners.
/s/ Kevin Johnson
Kevin Johnson
president and ceo
I accept this offer according to the terms set forth above.
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Signed
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/s/ Scott Maw
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Date
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June 27, 2018
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Page 2 of 2
Exhibit 99.1
Starbucks Chief Financial Officer Scott Maw to Retire
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Company has initiated search for cfo to help lead company into next phase of growth
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Maw will remain in role through November and support transition of new cfo
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SEATTLE—(BUSINESSWIRE)—Starbucks Corporation (NASDAQ: SBUX) today announced that Scott Maw, executive vice president and chief financial officer, is
retiring effective November 30, 2018. A seven-year partner (employee), Maw has been in the role since February of 2014.
Starbucks has launched an
external search for a new cfo. After his retirement, Maw will continue to support the transition in a senior consultant role through March 2019.
“I
am grateful for the contributions Scott has made over the past seven years that led to the unprecedented growth of Starbucks,” said Kevin Johnson, Starbucks president and chief executive officer. “As we enter our next phase of continued
growth, I am confident in the finance team Scott has developed and am appreciative of his willingness to support through the transition into new leadership.”
Maw joined Starbucks as global controller in 2011. Prior to his role as cfo, he served as senior vice president of Corporate Finance where he was responsible
for corporate finance, including accounting, tax and treasury.
“I am proud to have been part of such a special company and to have experienced
Starbucks remarkable growth and expansion during my seven years here,” said Maw. “I have the utmost confidence in Starbucks leadership team and Kevin’s ability to drive continued growth and success in the future.”
About Starbucks
Since 1971, Starbucks Coffee Company has
been committed to ethically sourcing and roasting high-quality arabica coffee. Today, with stores around the globe, the company is the premier roaster and retailer of specialty coffee in the world. Through our unwavering commitment to excellence and
our guiding principles, we bring the unique Starbucks Experience to life for every customer through every cup. To share in the experience, please visit us in our stores or online at
http://news.starbucks.com
or
www.starbucks.com
.
Forward Looking Statements
Certain statements contained
herein are “forward-looking statements” within the meaning of the applicable securities laws and regulations. Generally, these statements can be identified by the use of words such as “anticipate,” “expect,”
“believe,” “could,” “estimate,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will,”
“would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. These statements are based upon information available to Starbucks as of the date hereof, and Starbucks actual results or performance could different materially from those stated or
implied due to risks and uncertainties associated with its business. These risks and uncertainties include, but are not limited to, fluctuations in U.S. and international economies and currencies, our ability to preserve, grow and leverage our
brands, potential negative effects of incidents involving food or beverage-borne illnesses, tampering, adulteration, contamination or mislabeling, potential negative effects of material breaches of our information technology systems to the extent we
experience a material breach, material failures of our information technology systems, costs associated with, and the successful execution of, the company’s initiatives and plans, the acceptance of the company’s products by our customers,
the impact of competition, coffee, dairy and other raw materials prices and availability, the effect of legal proceedings, and other risks detailed in the company filings with the Securities and Exchange Commission, including the “Risk
Factors” section of the Starbucks Annual Report on Form 10-K for the fiscal year ended October 1, 2017. The company assumes no obligation to update any of these forward-looking statements.