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Notice of Annual Meeting of Shareholders and Proxy Statement

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Notice of Annual Meeting of Shareholders and Proxy Statement Notice of Annual Meeting 2017 of Shareholders and Proxy Statement Wednesday, March 22, 2017 at 10:00 a.m., Pacific Time Marion Oliver McCaw Hall at Seattle Center 321 Mercer Street, Seattle, Washington 98109 Seattle, Washington January 27, 2017 Dear Shareholders: You are cordially invited to attend the Starbucks Corporation 2017 Annual Meeting of Shareholders on March 22, 2017 at 10:00 a.m. (Pacific Time) (the “Annual Meeting” or the “Annual Meeting of Shareholders”). The meeting will be held at Marion Oliver McCaw Hall at the Seattle Center, located at 321 Mercer Street, in Seattle, Washington. More information appears on the back cover of this proxy statement. As in prior years, we have elected to deliver our proxy materials to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On January 27, 2017, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to: • Access our proxy statement for our Annual Meeting and our fiscal 2016 Annual Report on Form 10-K for the fiscal year ended October 2, 2016, as filed with the Securities and Exchange Commission (the “Annual Report”); • Vote by Internet, by telephone or by mail; and • Receive a paper copy of the proxy materials by mail. On January 27, 2017, we also first mailed this proxy statement and the enclosed proxy card to certain shareholders. Proof of share ownership will be required to enter the Starbucks Annual Meeting. In addition, each attendee must present a government-issued photo identification (such as a driver’s license or passport). See the back cover of this proxy statement — “ADMISSION REQUIREMENTS AND TRANSPORTATION INFORMATION FOR THE STARBUCKS CORPORATION 2017 ANNUAL MEETING OF SHAREHOLDERS” for details. The matters to be acted upon are described in the notice of Annual Meeting of Shareholders and proxy statement. At the Annual Meeting of Shareholders, we will also report on our operations and respond to questions from shareholders. As always, we anticipate a large number of attendees at the Annual Meeting of Shareholders and cannot guarantee seating for all shareholders. Seating in Marion Oliver McCaw Hall and the adjacent Exhibition Hall is on a first-come, first served basis. Doors will open at 8:00 a.m. (Pacific Time) on the day of the event. We will also provide a live webcast of the meeting from the Investor Relations website at http://investor.starbucks.com. Presentations and a replay of the webcast will be available on the Investor Relations site under “Webcasts & Presentations” after the meeting. We hope this provides those unable to attend the meeting the opportunity to hear Starbucks leaders discuss our operating results and plans for the future. Our Investor Relations site is frequently updated, and includes additional information we believe our investors find useful. Please also note that Starbucks is committed to providing an accessible experience. The event will be interpreted in American Sign Language and real-time captioning will be provided in the auditorium. Complimentary assistive listening devices and wheelchairs will be available. McCaw Hall is an accessible building with wheelchair seating, disability parking and accessible restrooms. If you have a disability accommodation request, please call us at (206) 318-7118 or email [email protected] by March 1, 2017. Alternate formats of this proxy statement, the Annual Report and Letter to Shareholders are available upon request by contacting [email protected]. YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to please cast your vote as soon as possible by Internet, telephone or mail. We look forward to seeing you at the meeting. Warm regards, Howard Schultz chairman and chief executive officer STARBUCKS CORPORATION 2401 Utah Avenue South Seattle, Washington 98134 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS The Annual Meeting of Shareholders of Starbucks Corporation will be held at Marion Oliver McCaw Hall at the Seattle Center, located at 321 Mercer Street, in Seattle, Washington, on March 22, 2017 at 10:00 a.m. (Pacific Time) for the following purposes: 1. To elect fourteen directors nominated by the board of directors to serve until the 2018 Annual Meeting of Shareholders; 2. To approve an advisory resolution on our executive compensation; 3. To conduct an advisory vote on the frequency of future advisory votes on executive compensation; 4. To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 1, 2017; 5. To consider a shareholder proposal described in the accompanying proxy statement, if properly presented at the Annual Meeting of Shareholders; and 6. To transact such other business as may properly come before the Annual Meeting of Shareholders. Only shareholders of record at the close of business on January 12, 2017 will be entitled to notice of, and to vote at, the Annual Meeting of Shareholders and any adjournments or postponements thereof. YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to cast your vote and submit your proxy in advance of the meeting by one of the methods below. Make sure to have your proxy card or voting instruction form (VIF) in hand. 1. By Internet: go to www.proxyvote.com; 2. By toll-free telephone: call 1-800-690-6903; or 3. By mail (if you received a paper copy of the proxy materials by mail): mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option. Shareholders may also vote in person at the Annual Meeting. If you are a registered shareholder (that is, you hold your shares in your name), you must present valid identification to vote at the meeting. If you are a beneficial shareholder (that is, your shares are held in the name of a broker, bank or other holder of record), you will also need to obtain a “legal proxy” from the registered shareholder to vote at the meeting. By order of the board of directors, Lucy Lee Helm executive vice president, general counsel and secretary Seattle, Washington January 27, 2017 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on March 22, 2017. Our proxy statement follows. Financial and other information concerning Starbucks is contained in our Annual Report. The proxy statement and Annual Report are available on our Investor Relations website at http://investor.starbucks.com. Additionally, you may access our proxy materials at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site. Starbucks Corporation 2017 Proxy Statement Table of Contents PROXY STATEMENT SUMMARY 1 EXECUTIVE COMPENSATION 28 Annual Meeting Information ................ 1 Compensation Discussion and Analysis ......... 28 Annual Meeting Agenda and Voting Executive Summary ..................... 28 Recommendations ...................... 1 Financial Highlights ..................... 28 Board Nominees ....................... 2 Financial Results Under Incentive Plans ....... 29 Corporate Governance Highlights ............. 3 Elements of Our Compensation Program ........ 32 Financial Highlights ..................... 3 Our Executive Compensation Process .......... 32 Financial Results Under Incentive Plans ....... 4 Analysis of Executive Compensation Decisions .... 32 Executive Compensation Highlights ........... 5 EMBP Payouts ........................ 35 Auditors ............................ 5 Other Compensation .................... 37 Peer Group Companies and Benchmarking ....... 37 PROXY STATEMENT 6 Other Policies and Considerations ............ 39 Compensation Committee Report ............ 42 VOTING INFORMATION 6 EXECUTIVE COMPENSATION TABLES 43 PROPOSAL 1 — ELECTION OF DIRECTORS 8 Summary Compensation Table .............. 43 Fiscal 2016 All Other Compensation Table ....... 44 Nominees ........................... 9 Fiscal 2016 Grants of Plan-Based Awards Table . 45 Outstanding Equity Awards at Fiscal 2016 Year-End CORPORATE GOVERNANCE 14 Table.............................. 47 Fiscal 2016 Option Exercises and Stock Vested .... 48 Shareholder Engagement ................. 14 Nonqualified Deferred Compensation .......... 48 Shareholder Feedback on Proxy Access ...... 14 Fiscal 2016 Nonqualified Deferred Compensation Board Leadership ...................... 15 Table.............................. 49 Risk Oversight ........................ 16 Potential Payments Upon Termination or Change in Affirmative Determinations Regarding Director Control ............................. 49 Independence and Other Matters ............. 16 Board Committees and Related Matters ......... 17 PROPOSAL 3 — Attendance at Board and Committee Meetings, Annual Meeting ........................ 18 ADVISORY VOTE ON THE FREQUENCY Audit and Compliance Committee ............ 18 OF FUTURE ADVISORY VOTES ON Compensation and Management Development EXECUTIVE COMPENSATION 51 Committee ........................... 19 Succession Planning .................... 20 PROPOSAL 4 — Nominating and Corporate Governance Committee . 21 RATIFICATION OF SELECTION OF Our Director Nominations Process ............ 22 DELOITTE & TOUCHE
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