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Starbucks Corporation; Rule 14A-8 No-Action Letter

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Starbucks Corporation; Rule 14A-8 No-Action Letter D: +1 (212) 225 2632 [email protected] NOVEMBER 3, 2020 VIA E-MAIL ([email protected]) U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, DC 20549 Re: Stockholder Proposal Submitted by Catherine Donnelly Foundation Ladies and Gentlemen: We are writing on behalf of our client, Starbucks Corporation, a Washington corporation (the “Company”), pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to notify the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) of the Company’s intention to exclude the shareholder proposal (the “Proposal”) and supporting statement (the “Supporting Statement”) submitted by the Catherine Donnelly Foundation (the “Proponent”), by a letter dated September 18, 2020, from the Company’s proxy statement for its 2021 annual meeting of shareholders (the “Proxy Statement”). In accordance with Section C of SEC Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”), we are emailing this letter and its attachments to the Staff at [email protected]. In accordance with Rule 14a-8(j), we are simultaneously sending a copy of this letter and its attachments to the Proponent as notice of the Company’s intent to omit the Proposal from the Proxy Statement. The Company expects to file its definitive Proxy Statement with the Commission on or about January 22, 2021, and this letter is being filed with the Commission no later than 80 calendar days before that date in accordance with Securities and Exchange Commission, p. 2 Rule 14a-8(j). Rule 14a-8(k) and Section E of SLB 14D provide that shareholder proponents are required to send companies a copy of any correspondence that the shareholder proponent elects to submit to the Commission or the Staff. Accordingly, we are taking this opportunity to remind the Proponent that if the Proponent submits correspondence to the Commission or the Staff with respect to the Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of the Company. THE PROPOSAL The Proposal and Supporting Statement are attached hereto as Exhibit A. The Proposal states: Resolved, that the board of directors report to shareholders, at reasonable cost and omitting proprietary information, on actions the company is taking to uphold decent work practices in the Company’s owned and franchisee operations, including: 1. Information on the Company’s overall approach and board-level oversight of human capital management in the context of emerging workforce- related risks and opportunities in the retail coffee industry; and 2. Comprehensive workforce metrics that effectively demonstrate the success and challenges the company faces in its management of human capital. BASES FOR EXCLUSION In accordance with Rule 14a-8, we hereby respectfully request that the Staff confirm that no enforcement action will be recommended against the Company if the Proposal and the Supporting Statement are omitted from the Proxy Statement for the following, separately sufficient, reasons: 1. The Proposal may be omitted pursuant to Rule 14a-8(i)(10) because the Company has substantially implemented the Proposal; 2. The Proposal may be omitted pursuant to Rule 14a-8(i)(7) because it deals with a matter relating to the Company’s ordinary business operations; ANALYSIS I. Under Rule 14a-8(i)(10), the Proposal may be omitted because it has been substantially implemented by the Company. Rule 14a-8(i)(10) permits a company to exclude a proposal from its proxy materials if the company “has already substantially implemented the proposal.” The determination that a company has substantially implemented the proposal depends upon whether the company’s policies, practices and procedures “compare favorably with the guidelines of the proposal.” See, Albertson’s Inc. (avail. Mar. 23, 2005); The Talbots, Inc. (avail. Apr. 5, 2002); Cisco Systems, Inc. (avail. Aug. 11, 2003); and Texaco, Inc. (avail. Mar. 28, 1991). In other Securities and Exchange Commission, p. 3 words, substantial implementation under Rule 14a-8(i)(10) requires a company’s actions to have satisfactorily addressed the underlying concerns and “essential objectives” of the proposal. See, The Talbots, Inc. (avail. Apr. 5, 2002) (permitting omission of a proposal that required the establishment of a code of corporate conduct regarding human rights because the company had an existing Standard for Business Practice and Code of Conduct). Differences between a company’s actions and a proposal are permitted so long as the company’s actions satisfactorily address the proposal’s essential objectives. See, Release No. 34-20091 (Aug. 16, 1983); see also Release No. 34-40018 (May 26, 1998) (the “1998 Release”). In Mondelez International Inc. (avail. Mar. 7, 2014), the Staff concurred with the exclusion on substantial implementation grounds of a proposal requesting a report on the company’s process for identifying and analyzing potential and actual human rights risks in the company’s operations and supply chain where the company met the broader essential objective, though not the specific disclosure request, through disclosing the company’s risk management process and the framework it used to assess potential human rights risks). In Walgreen Co. (avail. Sep. 26, 2013), the Staff concurred with the exclusion on substantial implementation grounds of a proposal requesting the elimination of supermajority voting requirements in the company’s governing documents where the company had eliminated all but one of the supermajority voting requirements. See also, Pfizer Inc. (avail. Jan. 11, 2013) (concurring with the exclusion on substantial implementation grounds of a proposal requesting a report detailing all measures implemented to reduce the use of animals and specific plans to promote alternatives to animal use where the company made publicly available on its website a two-page “Pfizer Guidelines and Policy on Laboratory Animal Care” and cited its compliance with the Animal Welfare Act). In addition, the Staff has consistently concurred with the exclusion of shareholder proposals requesting reports where the company has already publicly disclosed the subject matter of the report, even if the disclosure was not in the exact form set forth in the request. See, Amazon.com, Inc. (avail. Mar. 27, 2020) (concurring in the exclusion on substantial implementation grounds of a proposal requesting a report assessing the feasibility of integrating sustainability metrics into senior executive performance measures or vesting conditions where the company’s prior year proxy statement and statement in opposition explained why the company does not integrate performance measures or vesting conditions into compensation arrangements); Hess Corp. (avail. Apr. 11, 2019) (concurring in the exclusion on substantial implementation grounds of a proposal requesting a report on how the company can reduce its carbon footprint in alignment with greenhouse gas reductions necessary to achieve the Paris Agreement’s goal where the company had met the essential objective through its most recent Sustainability Report, its response to a CDP Climate Change Questionnaire and its recent Investor Day Presentation); MGM Resorts International (avail. Feb. 28, 2012) (concurring in the exclusion on substantial implementation grounds of a proposal requesting a report on the company’s sustainability policies and performance, including multiple, objective statistical indicators, where the company published an annual sustainability report). The Proposal and Supporting Statement make clear that the underlying concern or “essential objective” of the Proposal is to ensure that shareholders are informed about the Company’s policies and practices regarding its workforce. The Supporting Statement states that “disclosure of financially material information, including comprehensive workforce metrics, would help investors to assess the effectiveness of the Company’s approach and robustness of the board’s oversight.” (See Exhibit A). Securities and Exchange Commission, p. 4 The Company takes the Proposal’s underlying concern and essential objective seriously and has made numerous disclosure on this precise subject matter including: (i) the Company’s Equal Employment Opportunity Policy (the “EEOP”) provides that all Company employees (“partners”) will be treated fairly, without regard to race, color, religion, sex, national origin, age, disability, sexual orientation, marital status, veteran status, gender identity and expression, genetic information or any other basis protected by law (See Exhibit B); (ii) the Company’s 2020 Notice of Annual Meeting of Shareholders & Proxy Statement (the “2020 Proxy Statement”) reiterates the Company’s long-standing commitment to invest in its workforce and reviews the Company’s approach to human capital management (See Exhibit C for relevant 2020 Proxy Statement excerpts); (iii) the Company’s Civil Rights Assessment Reports issued in 2019 (the “2019 Report”) and in February 2020 (the “2020 Report”) discuss the actions the Company has taken to advance civil rights, equity, diversity and inclusion in its workforce and an assessment of success and challenges of such actions (See Exhibit D); and (iv) additional information regarding the Company’s approach to managing its workforce, the initiatives the Company has taken and quantitative and qualitative assessments of the Company’s
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