D: +1 (212) 225-2632 [email protected] December 14, 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: Shareholder Proposal Submitted by the Catherine Donnelly Foundation Ladies and Gentlemen: We previously submitted to the staff of the Division of Corporation Finance (the “Staff”) a letter, dated November 3, 2020, on behalf of our client, Starbucks Corporation (the “Company”) requesting the Staff’s concurrence that the Company may exclude from the proxy materials for the Company’s 2021 annual meeting of shareholders the shareholder proposal (the “Proposal”) referenced above submitted by the Catherine Donnelly Foundation (the “Proponent”). On Wednesday, December 9, 2020, the Proponent submitted to the Company a letter withdrawing the Proposal and the Company signed this letter on Friday, December 11, 2020. A copy of the withdrawal letter is attached as Exhibit A. Because the Proponent has withdrawn the Proposal, the Company also hereby withdraws its request for a no-action letter relating to the Proposal. A copy of this letter is being provided simultaneously to the Proponent. If we can be of assistance in this matter, please do not hesitate to call me. Sincerely, David Lopez Enclosures Cc: MJ Sinha, Catherine Donnelly Foundation Sarah Couturier-Tanoh, Shareholder Association for Research and Education Rachel Gonzalez, Starbucks Corporation Jennifer Kraft, Starbucks Corporation 2 Exhibit A 3 December 7, 2020 Via electronic mail to [email protected] Office of Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Shareholder Proposal to Starbucks Corp. regarding request for information on the Company's overall approach and board-level oversight of human capital management and workforce related metrics Dear Sir or Madam; Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, SHARE on behalf of the Catherine Donnelly Foundation (the "Proponents") submitted a shareholder proposal (the "Proposal") to Starbucks Corp. (the "Company"). The Proposal asks the Company's Board of Directors to analyze and report to shareholders information on the Company's overall approach and board-level oversight of human capital management including comprehensive workforce metrics that effectively demonstrate the success and/or challenges the Company faces in its management of human capital. In a letter to the Division dated November 3, 2020 (the "no-action request"), the Company represented by the firm Cleary Gottlieb Steen & Hamilton LLP stated that it intends to omit the Proposal from its proxy materials to be distributed to shareholders in connection with the Company's 2021 annual meeting of shareholders. The Company argues that it is entitled to exclude the Proposal in reliance on Rule 14a-8(i)(10) and Rule 14a-8(i)(7), on the grounds that the Company has already implemented the proposal and the proposal deals with the Company's ordinary business operations. As discussed below, the Company has not met its burden of proving its entitlement to exclude the Proposal on the ground of Rule 14a-8(i)(10) and Rule 14a-8(i)(7) and the Proponents respectfully request that the Company's request for relief be denied. A copy of this letter is being emailed concurrently to David Lopez at [email protected], Mary Alcock at [email protected], Jennifer Kraft at [email protected] and Denby Katherine at [email protected]. We ask that the Staff provide its response to Sarah Couturier-Tanoh at [email protected] and Anthony Schein at [email protected]. PROPOSAL 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. SUMMARY The Proposal requests that the Company report to shareholders on their overall approach and board-level oversight of human capital management as well as provide workforce metrics that would demonstrate the success and/or challenges that the Company faces in its management of human capital. The Company's no-action request argues that the Proposal is excludable under Rule 14a-8(i)(7) because it addresses an ordinary business matter without addressing a transcendent policy issue and under Rule 14a-8(i)(10) because the Company has allegedly already implemented the Proposal. Throughout its discussion, the Company re-defines the "essential objective" and primary focus of the Proposal to suit its purpose. In addition, the company declines to address the most recent disclosure requirements under Regulation S-K – especially as they relate to human capital management. In the past few years, the SEC has repeatedly recognized that there is a growing demand for better corporate disclosure on human capital management. For instance, Jay Clayton, Chairman of the SEC, said in April 2019 to the House Appropriations Subcommittee on Financial Services and General Governance that he "would like to see more disclosure from public companies on how they think about human capital".1 On August 26, 2020, the SEC adopted final amendments under Regulation S-K in the context of the Disclosure Effectiveness Initiative to modernize and improve corporate disclosures. The amendments became effective on November 9, 2020. The revisions included disclosure requirements relating to human capital management. In Release Nos. 33-10825, the Staff clarified these requirements and provided some guidance to help companies to comply. Item 101(c) requires issuers to provide " to the extent such disclosure is material to an understanding of the registrant's business taken as a whole, a description of a registrant's human capital resources, 1 See https://appropriations.house.gov/calendararchive/eventsingle.aspx?EventID=395258 including any human capital measures or objectives that the registrant focuses on in managing the business."2 Furthermore, the document acknowledges that "human capital is a material resource for many companies and often is a focus of management, in varying ways, and an important driver of performance"3. This is particularly true for companies operating in the quick-service restaurant industry. In fact, the Company admits in its 2020 Form-K that "the strength of [its] workforce is one of the significant contributors to [its] success as a global brand that leads with purpose" and that "one of [its] core strategies is to invest in and support our partners to differentiate [its] brand, products and services in the competitive specialty coffee market"4. In addition, the Company mentioned that it could be adversely impacted by "increases in labor costs, including wages and benefits, which, in a retail business such as [its], are two of [its] most significant costs, both domestically and internationally" such as "increased wages and costs of other benefits necessary to attract and retain high quality employees with the right skill sets". Further, the Company says that: "the growth of [its] business can make it increasingly difficult to locate and hire sufficient numbers of key employees, to maintain an effective system of internal controls for a globally dispersed enterprise and to train employees worldwide to deliver a consistently high-quality product and customer experience, which could materially harm [its] business and results of operations. Furthermore, due to the COVID-19 pandemic, [the Company] could experience a shortage of labor for store positions as concern over exposure to COVID-19 and other factors could decrease the pool of available qualified talent for key functions. In addition, [its] wages and benefits programs, combined with the challenging conditions due to the COVID-19 pandemic, may be insufficient to attract and retain the best talents". From the Company's public disclosure, it is clear that the attraction and retention of employees is a key aspect of its human capital management and overall business strategy. Considering the risks that the failure to attract and retain employees represents to the success of its operations and brand value, especially during the COVID-19 pandemic, there is no doubt that workforce stability is one of the key aspects on which the Company's management focuses in managing the business. Also, it is worth noting that workforce stability is not a challenge for the Company only, but for the quick-service restaurant sector in general. In the last few years, the restaurant industry has faced challenges stabilizing its workforce. Studies indicate extremely high turnover rate as high 2 SEC. Release Nos. 33-10825, Modernization of Regulation S-K Items 101, 103, and 105 3 SEC. Release Nos. 33-10825, Modernization of Regulation S-K Items 101, 103, and 105 4 Starbucks. 10-K Filing, available at: http://d18rn0p25nwr6d.cloudfront.net/CIK-0000829224/3f9654c9-56fa-4653-8966-000c483fbd7a.pdf as 150%.5 This trend is worrisome for investors since excessive turnover rates induce higher labour costs due to " the time it takes a manager to hire a worker, the time it takes to train a worker, and the time it takes for them to become proficient on a job — in fast food, that is measured in one to two months, and during that period of time, half of the pay should be considered a loss. And there are less tangible costs: organizational disruption and team disruption."6 The workforce stability challenge that the Company faces in its human capital management and the attention it pays to mitigate associated risks illustrate disclosure deficiencies in light of the SEC's newest requirements that registrants disclose "any human capital measures or objectives that the registrant focuses on in managing the business".