UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 20, 2006
STARBUCKS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Washington
(State or Other Jurisdiction of
Incorporation or Organization)
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0-20322
(Commission File Number)
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91-1325671
(IRS Employer
Identification No.) |
2401 Utah Avenue South, Seattle, Washington 98134
(Address of principal executive offices)
(206) 447-1575
(Registrants 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 (see General Instruction
A.2. below):
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2006, the independent members of the Board of Directors (the Board) of
Starbucks Corporation (the Company), upon a recommendation from the Compensation and Management
Development Committee of the Board (the Compensation Committee), approved objective performance
goals for performance-based bonuses payable in respect of the fiscal year ending September 30, 2007
(Fiscal 2007) to the executive officers of the Company under the Companys Executive Management
Bonus Plan, as amended and restated effective September 19, 2006 (the EMB Plan). The
Compensation Committee approved Fiscal 2007 individual performance goals for performance-based
bonuses under the EMB Plan for certain executive officers. Target bonuses for the Companys
chairman and the Companys president and chief executive officer are based on achievement of an
objective performance goal only. Target bonuses for all other executive officers of the Company
are weighted so that 80% of the target bonus is based on an objective performance goal and 20% is
based on individual performance goals.
The objective performance goal for each of the executive officers is based on the Companys
earnings per share for Fiscal 2007, excluding the impact of any (i) significant acquisitions or
dispositions of businesses by the Company, (ii) one-time, non-operating charges or (iii) accounting
changes (including the Companys early adoption of any accounting change mandated by any governing
body, organization or authority); and adjusted for any stock split, stock dividend or other
recapitalization (such measure, the Adjusted Earnings Per Share). Individual performance goals
vary depending on the Companys strategic plan initiatives and the responsibilities of the
positions held by the executive officers. Relative weights assigned to each individual performance
goal typically range from 5% to 35% of the portion of the bonus attributable to achievement of
individual performance goals. The Fiscal 2007 target bonus amounts and weighting between the
objective and individual performance goals for each executive officer are set forth in the table
below.
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Target Bonus (as a |
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Objective |
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Individual |
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Percentage of |
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Performance Goals |
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Performance Goals |
Executive Officer |
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Salary) |
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Weight |
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Weight |
chairman |
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100 |
% |
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100 |
% |
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0 |
% |
president and chief
executive officer |
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100 |
% |
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100 |
% |
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0 |
% |
division presidents |
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65 |
% |
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80 |
% |
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20 |
% |
executive vice presidents |
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50 |
% |
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80 |
% |
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20 |
% |
The terms of the EMB Plan permit bonus payouts in excess of the target bonus in the event
that the Companys actual financial performance is better than the objective performance goal.
Therefore, for Fiscal 2007, each executive officers bonus could be up to 200% of the target
amount. The specific Adjusted Earnings Per Share levels required for increased bonus payouts are
based on a scale approved by the independent directors of the Board upon a recommendation by the
Compensation Committee.
The following is an example of how a maximum allowable payout of 200% of the target amount
could affect total bonus payouts for Fiscal 2007. This example is included for illustrative
purposes only and does not represent a forecast or target by the Company of expected Adjusted
Earnings Per Share for Fiscal 2007.
Because each executive vice president participating in the EMB Plan has a target bonus of 50%
of base salary, and because 80% of that target bonus is allocated to achieving the objective
performance goal and 20% of that target bonus is allocated to achieving the individual performance
goals, the target bonus attributed to achieving the objective performance goal is 40% of base
salary (i.e., 80% x 50% = 40%) and the target bonus attributed to achievement of the individual
performance goals is 10% of base salary (i.e., 20% x 50% = 10%). If Adjusted Earnings Per Share
for Fiscal 2007 were at a level permitting a payout of 200% of the target bonus, each executive
vice president participating in the EMB Plan would be eligible to receive 100% of his or her base
salary (80% for achieving the objective performance goal (200% x 40%) and 20% for achieving the
individual performance goals (200% x 10%), assuming the executive vice president achieved all of
his or her individual performance goals).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit No. |
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Description |
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10.1
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Starbucks Corporation Executive Management Bonus Plan, as
amended and restated effective September 19, 2006. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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STARBUCKS CORPORATION
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Dated: September 25, 2006 |
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By: |
/s/ Michael Casey
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Michael Casey |
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executive vice president, chief financial
officer and chief administrative officer |
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