STARBUCKS CORP false 0000829224 0000829224 2024-08-11 2024-08-11

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2024

 

 

Starbucks Corporation

(Exact name of registrant as specified in its charter)

LOGO

 

 

 

Washington   000-20322   91-1325671

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title

 

Trading
Symbol

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   SBUX   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 13, 2024, Starbucks Corporation (the “Company” or “Starbucks”) announced that the board of directors of the Company (the “Board”) approved the appointment of Brian Niccol as chief executive officer of the Company and chairman of the Board, effective September 9, 2024 (the “Effective Date”). In connection with Mr. Niccol’s appointment as chairman of the Board, the Board created a lead independent director position for the Board and, on August 11, 2024, appointed Mellody Hobson, who is the current chairman of the Board, as lead independent director, effective on the Effective Date.

Mr. Niccol, age 50, currently serves as chief executive officer and a director of Chipotle Mexican Grill, Inc. (“Chipotle”). He began serving in this role in September 2018 and as chairman of the board of directors of Chipotle in March 2020. From January 2015 to February 2018, Mr. Niccol served as chief executive officer of Taco Bell, a division of Yum! Brands, Inc., a global restaurant company. He joined Taco Bell in 2011 as chief marketing and innovation officer and served as president from 2013 to 2014. Prior to his service at Taco Bell, from 2005 to 2011 he served in various executive positions at Pizza Hut, another division of Yum! Brands, including General Manager and chief marketing officer. Before joining Yum! Brands, Mr. Niccol spent 10 years at Procter & Gamble Co., serving in various brand management positions. Mr. Niccol serves on the Board of Directors of Chipotle Cultivate Foundation, Chipotle’s nonprofit organization. He previously served on the Board of Harley-Davidson, Inc. Mr. Niccol holds an undergraduate degree from Miami University and an MBA from the University of Chicago Booth School of Business.

In connection with Mr. Niccol’s appointment, Mr. Niccol and the Company executed an offer letter on August 11, 2024 (the “Offer Letter”). Pursuant to the Offer Letter, during Mr. Niccol’s employment with the Company, he will receive an initial base salary of $1,600,000 per year, and an annual cash incentive opportunity at a target of 225% of base salary and a maximum of 450% of base salary, which will be prorated for fiscal year 2024. Commencing in the Company’s fiscal year 2025, Mr. Niccol will be eligible to receive annual equity awards with a target value of $23,000,000, pursuant to the terms of the Company’s shareholder approved equity plans.

Pursuant to the Offer Letter, Mr. Niccol will receive a cash signing bonus of $10,000,000, in consideration for cash incentive opportunities that are being forfeited from his current employer, as well as equity that would have vested within approximately the next six months, 50% of which will be paid on the next payroll date following the one-month anniversary of the Effective Date and the remaining 50% will be paid on the next payroll date following the six month anniversary of the Effective Date, in each case, subject to Mr. Niccol’s continued employment with the Company through the applicable payment date. If Mr. Niccol’s employment is terminated by the Company without cause, if he resigns for good reason or upon his death or disability, Mr. Niccol will be entitled to receive any unpaid portion of the signing bonus within sixty days of his employment termination date, subject to his execution and non-revocation of a release of claims. Mr. Niccol will also receive a replacement equity grant with a targeted grant date fair value of $75,000,000, subject to certain adjustments based on the per share closing price of the Company’s common stock on the grant date, in respect of certain equity awards of his current employer that will be forfeited upon his joining the Company. The replacement grant will consist of 60% performance-based restricted stock units and 40% time-based restricted stock units. The vesting of the replacement equity grants will continue in the event Mr. Niccol’s employment is terminated by the Company without cause, if he resigns for good reason or upon his death or disability.


Mr. Niccol is expected to participate in the Company’s previously disclosed Executive Severance and Change-in-Control Plan and in the employee benefit plans and programs provided by the Company to other senior executives, provided that Mr. Niccol will be entitled to severance benefits in the event of a qualifying termination of employment that will include a termination by the Company without cause or a resignation for good reason. Mr. Niccol will be covered by any Company indemnification policy and D&O insurance policies. Mr. Niccol will also be subject to the Company’s restrictive covenants agreement, which includes restrictions relating to noncompetition and non-solicitation for eighteen months after the termination date and protection of confidential information.

The description of the Offer Letter in this Item 5.02 is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On August 13, 2024, the Company announced that effective as of August 12, 2024, Laxman Narasimhan would no longer serve as the Company’s chief executive officer or as a member of the Board. Mr. Narasimhan’s departure is not related to any disagreement between Mr. Narasimhan and the Company. Mr. Narasimhan’s separation from the Company is a termination by the Company “without cause” for purposes of all plan benefits as well as contractual entitlements, including under Mr. Narasimhan’s offer letter, dated September 1, 2022, and the Company’s Executive Officer Severance Plan.

In connection with the chief executive officer transition described above, the Board appointed Rachel Ruggeri, chief financial officer of the Company, as interim chief executive officer until the Effective Date. Ms. Ruggeri will also remain in her current position with the Company while serving as the interim chief executive officer.

Ms. Ruggeri, age 54, joined Starbucks in 2001 as a member of the accounting team and was named executive vice president and chief financial officer in 2021. In this leadership role, Ms. Ruggeri is responsible for the global finance function for Starbucks, which includes developing and executing the financial strategies that enable the long-term growth of the Company. Prior to her promotion in 2021, she served as senior vice president of Americas with responsibility for the retail portfolio across the segment, including company-operated and licensed stores from 2020 to 2021. From 2016 to 2020, she held various leadership roles in finance both internal and external to Starbucks, including chief financial officer of Continental Mills from 2018 to 2020 and prior to that she was senior vice president of finance at Starbucks in support of the Americas and Global Retail from 2016 to 2018. She also served as vice president of Finance from 2010 to 2016 supporting Corporate Financial Planning & Analysis and the U.S. Retail business.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Niccol and Ms. Ruggeri and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. Mr. Niccol and Ms. Ruggeri have not engaged in any transaction with the Company during the last fiscal year, and do not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure

A copy of the Company’s press release relating to the announcement described in Item 5.02, dated August 13, 2024, is furnished as Exhibit 99.1 to this Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

10.1    Offer Letter dated August 11, 2024
99.1    Starbucks Corporation Press Release dated August 13, 2024
104    Cover Page Interactive Data File (formatted as inline XBRL)


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.

 

 

 

  STARBUCKS CORPORATION
Dated: August 14, 2024  

 

 

 

 

 

 

 

  By:  

/s/ Bradley E. Lerman

 

 

 

 

  Bradley E. Lerman
 

 

 

 

  executive vice president, chief legal officer

Exhibit 10.1

 

LOGO

August 11, 2024

Brian R. Niccol

Via electronic mail

Dear Brian,

On behalf of the Board of Directors of Starbucks Corporation (the “Board”), it is my pleasure to offer you the position of Chairman and Chief Executive Officer (“CEO”) of Starbucks Corporation, effective upon your start date, which is expected to be September 9, 2024 (and with your actual start date, hereinafter, the “Start Date”).

In your capacity as Chairman and CEO, you will report directly to the Board and will have all the duties and obligations commensurate with your position. You will be appointed to the Board of Directors as Chairman, and you will be nominated for re-election to the Board of Directors at the following meeting of our shareholders.

The principal terms and conditions of your offer are set forth in the Annex attached to this letter, provided that your payroll and benefits may be provided through a subsidiary. In addition, you will be subject to the terms and conditions of the Company’s policies that are generally applicable to its senior executives, as in effect from time to time, including the following guidelines.

Stock Ownership

As a senior executive, our executive stock ownership guidelines will apply to you. The guidelines require covered executives to achieve a minimum investment in Starbucks Corporation stock within five (5) years of becoming subject to the guidelines (i.e., your start date). Your minimum required ownership level will be six (6) times your annual base salary. A copy of the guidelines will be provided to you.

Executive Life Insurance

As an executive, you and your family have a greater exposure to financial loss resulting from your death. Starbucks recognizes this exposure and has provided for coverage greater than outlined in Your Special Blend. You will receive partner life insurance coverage equal to three (3) times your annualized base salary, paid for by Starbucks. You may purchase up to an additional two (2) times your annualized base salary (for a total of five (5) times salary) up to a maximum additional life insurance benefit of $2,000,000.


Executive Physical Exam

You are eligible to participate in Starbucks’ executive physical program. Information about the program and our program provider will be emailed to you (new participants are notified at the beginning of each calendar quarter). The program provider will contact you shortly thereafter to establish an appointment. If you have questions about this physical, please consult your Partner Resources contact.

Insider Trading

You will be prohibited from trading Starbucks’ securities (or, in some circumstances, the securities of companies doing business with Starbucks) from time to time in accordance with our Insider Trading Policy and Blackout Procedures. A copy of the policy will be provided to you on your first day, and you will be required to sign a certificate that you have read and understood the policy.

Coffee and Dairy Hedging Policy

As an officer of Starbucks, you are prohibited from trading in coffee or dairy futures, options or similar instruments for your own account. If you have further questions, please consult your Partner Resources contact.

Restrictive Covenants Agreement

Your employment is contingent upon you executing on or prior to the Start Date, and thereinafter complying with, a Confidentiality, Non-Solicitation and Non-Competition Agreement, which will follow the form of Confidentiality, Non-Solicitation and Non-Competition Agreement enclosed herewith, except for any agreed upon modifications negotiated in good faith.

In order to accept this offer of employment, please execute the attached Annex and return same to us within two (2) business days.

On behalf of Starbucks and the entire team, I congratulate you and wish you the best in your new role. We look forward to a successful partnership.

 

Warm regards,
/s/ Mellody Hobson
Mellody Hobson
Independent Starbucks Board of Directors chair

 

Enc.

Confidentiality, Non-Solicitation and Non-Competition Agreement

Coffee Hedging Policy

 

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ANNEX

STARBUCKS CORPORATION

MANAGEMENT COMPENSATION AND EMPLOYMENT

KEY TERMS

August 11, 2024

This Annex sets forth the principal terms and conditions, including title and compensation, of your employment by Starbucks Corporation (the “Company”).

 

Start Date and Title:    Your employment with the Company will commence no later than September 9, 2024 (with the actual date on which your employment with the Company commences, the “Start Date”). You will serve as Chief Executive Officer of the Company (the “CEO”) and Chairman of the Board of Directors of the Company (the “Board”), with duties and obligations commensurate with your position. You will be appointed as Chairman of the Board, and you will be nominated for re-election to the Board at the following meetings of shareholders. You will report directly to the Board.
Working Location; Temporary Expenses; Relocation:   

During your employment with the Company, you will not be required to relocate to the Company’s headquarters (currently in Seattle, Washington). You agree to commute from your residence to the Company’s headquarters (and engage in other business travel) as is required to perform your duties and responsibilities.

 

From the Start Date until such time as you secure permanent secondary housing arrangements in Seattle, Washington (up to three months following the Start Date), the Company will pay directly, or reimburse you for, the costs of your reasonable temporary housing arrangements in Seattle, Washington and a driver to transport you as necessary while you are in Seattle, Washington.

 

If you decide to relocate to the Seattle, Washington area, you will be eligible for reimbursement for qualified relocation expenses to Seattle, Washington, pursuant to the Company’s relocation policy.

Remote Office:    Promptly following the Start Date, the Company will establish, with your assistance, a small remote office in Newport Beach, California. The Company will employ an assistant of your choosing for such office, subject to the reasonable consent of the Company. This office location will be maintained at the expense of the Company.
Base Salary:    Your base salary will be one-million-six-hundred-thousand-dollars ($1,600,000) per annum, pro-rated for any partial year based on actual days of employment. Your base salary will be reviewed annually in accordance with the Company’s policy for the review of the compensation of senior officers and may be increased in the discretion

 

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   of the Board from time to time. Your base salary may not be decreased without your express written consent, unless the decrease is pursuant to (and consistent in percentage reduction with) a general compensation reduction applicable to all, or substantially all, executive officers of the Company (provided, that, the “substantially all” requirement will only be satisfied if such general compensation reduction applies to all of the Company’s other named executive officers (or their equivalent, if the Company’s securities cease to be publicly traded)). Base salary will be paid in accordance with the Company’s normal payroll practices as in effect from time to time.
Annual Incentive:   

You will be eligible for an annual cash bonus opportunity, with a target of 225% of your base salary (the “Target Incentive”) and a maximum of 450% of your base salary, the amount of your annual cash bonus based on performance as determined in accordance with the Company’s Executive Management Bonus Plan (or any successor arrangements) and payment thereof subject to your continued service through the last day of the applicable performance period. Your annual cash bonus for FY2024 will be pro-rated based on your Start Date and, notwithstanding anything to the contrary in the foregoing, will be calculated by multiplying (i) the annual cash bonus due based on actual performance for FY2024 by (ii) a fraction, (A) the numerator of which is the number of calendar days from the Start Date through September 30, 2024, and (B) the denominator of which is 366.

 

The FY2024 annual incentive design is as follows:

 

•  100% Company/Business Performance

 

•  40% Revenue

 

•  60% Operating Income

FY2025 LTIP:   

Commencing in FY2025, you will be eligible for annual equity awards (on a fiscal year basis) with a target grant date fair value of twenty-three-million-dollars ($23,000,000), pursuant to the terms of the Company’s 2005 Long-Term Equity Incentive Plan, as amended and restated (the “LTIP”) (or successor arrangements), and applicable award agreements. Grants for FY2025 will be made in accordance with the Company’s normal annual equity grant cycle, which is anticipated to be in November 2024. For your information, for our NEOs in FY2024, 60% of the target grant value was delivered in performance-based RSUs (“PRSUs”) and 40% of the target grant value was delivered in time-based RSUs (“RSUs”).

 

For your information, the annual PRSU awards for FY2024 are eligible to vest at the end of the three-year performance period based on the Company’s performance against annual EPS goals, with payouts modified by performance measured by relative total shareholder return (“rTSR”) versus the S&P 500, talent and sustainability goals.

 

For your information, the annual RSU awards for FY2024 are eligible to vest ratably 25% per year over a four-year period beginning on the date of grant.

 

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Signing Bonus:    You will receive a ten-million-dollar ($10,000,000) cash signing bonus (the “Signing Bonus”), in consideration for cash incentive opportunities that you are forfeiting by leaving your current employer, as well as your equity that would have vested within approximately the next six months. Subject to your continued employment with the Company through the applicable payment date, 50% of the Signing Bonus will be paid on the next payroll date immediately following the one-month anniversary of your Start Date, with the remaining 50% of the Signing Bonus paid on the next payroll date immediately following the six-month anniversary of your Start Date; provided that, if your employment with the Company is terminated (i) by the Company without Cause, (ii) due to your death or Disability (as defined in the LTIP), or (iii) by you for Good Reason, and you execute a customary separation and release agreement in a form reasonably acceptable to the Company (which agreement will not impose upon you any restrictions that are in addition to those to which you are subject immediately prior to the termination date), any unpaid portion of the Signing Bonus will be paid to you within 60 days following the termination date.
Replacement Grant:   

You will receive a grant of Company equity in consideration of equity that you are forfeiting by leaving your current employer (the “Replacement Grant”). The Replacement Grant will be for a number of shares of common stock of the Company with a targeted grant date fair value of seventy-five-million-dollars ($75,000,000) calculated using the per share closing price of the Company’s common stock on August 9, 2024; provided, however, that the number of shares covered by the Replacement Grant will be subject to adjustment, such that in no event will the Replacement Grant have a grant date fair value (i) exceeding eighty-million-dollars ($80,000,000) or (ii) less than seventy-five-million-dollars ($75,000,000), in each case, calculated using the per share closing price of the Company’s common stock on the date of grant, which will be on, or as soon as practicable following, the Start Date.

 

The Replacement Grant will be delivered 60% in the form of PRSUs and 40% in the form of RSUs, pursuant to the terms of the LTIP and applicable award agreements, which will be consistent in all respects with the terms set forth herein (including, for the avoidance of doubt, the terms set forth in the section titled “Effect of Termination on Replacement Grant”).

 

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•  The PRSUs will be eligible to vest based on the Company’s rTSR compared to the S&P 500 over a three-year period beginning on your Start Date, in accordance with the following schedule:

 

•  75th percentile: 200% of target

 

•  65th percentile: 100% of target

 

•  40th percentile: 50% of target

 

•  The percentage of the target number of PRSUs that vests will be determined using linear interpolation between the above points

 

•  The RSUs will vest ratably over three years, with one-third of the award vesting on each of the first, second and third anniversaries of the Start Date, provided that you remain employed with the Company through the applicable vesting dates (except as set forth below in the section titled “Effect of Termination on Replacement Grant”).

Termination:   

As of the Start Date, you will participate in the Company’s Executive Severance and Change in Control Plan (the “Severance Plan”). You will execute the corresponding Participation Agreement, and such Participation Agreement will reflect that the definition of “Resignation (or Resign) for Good Reason” set forth below will replace such definition in the Severance Plan as it applies to you. Further, a Resignation for Good Reason will constitute a Qualifying Termination (as defined in the Severance Plan) under the Severance Plan, whether prior to, in connection with or following a Change in Control (as defined in the Severance Plan).

 

Resignation (or Resign) for Good Reason” shall mean any voluntary termination, by written resignation, of the Active Status of the Participant because of: (a) a material reduction in the Participant’s duties, authority or responsibilities as Chief Executive Officer (without regard to the Participant’s role as Chairman of the Board), other than by reason of the Company having become a part of a larger organization where the Participant continues to perform the core aspects of the Participant’s Chief Executive Officer role with respect to the business of the Company; (b) a material reduction in the Participant’s base salary, unless the material reduction is pursuant to (and consistent in percentage reduction with) a general compensation reduction applicable to all, or substantially all, executive officers of the Company (provided, that, the “substantially all” requirement will only be satisfied if such general compensation reduction applies to all of the Company’s other named executive officers (or their equivalent, if the Company’s securities cease to be publicly traded)); (c) unless the Participant works, or is permitted to work, remotely, the relocation of the Participant’s primary work location more than 50 miles from the Participant’s then-primary work location; or (d) if the Participant

 

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   works, or is permitted to work, remotely, a material change to such remote work accommodation, which will be deemed to have occurred if the Participant is no longer permitted to work remotely (subject to reasonable business travel as necessary to perform the Participant’s duties and responsibilities); provided that, the Participant shall not be deemed to have Resigned for Good Reason unless the Participant (x) notifies the Company of the existence of the condition giving rise to a Resignation for Good Reason within 90 days of the date on which the Participant first knew of the initial existence of such condition, (y) gives the Company at least 30 days following the date on which the Company receives such notice (and prior to termination) in which to remedy the condition, and (iii) if the Company does not remedy such condition within such 30-day period, actually terminates employment promptly after the expiration of such 30-day period (and before the Company remedies such condition). If the Company remedies such condition within such 30-day period (or at any time prior to the Participant’s actual termination), then any Resignation for Good Reason by the Participant on account of such condition will not be a Resignation for Good Reason.
Effect of Termination on Replacement Grant:   

If your employment with the Company is terminated (i) by the Company without Cause, (ii) due to your death or Disability, or (iii) by you for Good Reason, at any time:

 

•  100% of the Replacement Grant RSUs will continue to vest in accordance with the original vesting schedule, but without the requirement of continued employment; and

 

•  100% of the Replacement Grant PRSUs will be eligible to vest in full in accordance with the original performance multipliers, such that you may vest in up to 200% of the target number of Replacement Grant PRSUs, with the number of earned Replacement Grant PRSUs that vests determined based on actual performance following the end of the performance period, and without the requirement of continued employment.

Reimbursement of Business Expenses:    You will be reimbursed by the Company for all reasonable business expenses incurred in accordance with Company policy.
Retirement, Medical, Insurance and Other Benefits:    You will be eligible to participate in the employee benefits plans and programs provided by the Company to other senior executives, as in effect from time to time. You will also be entitled to personal security services pursuant to the Company’s executive security program, as in effect from time to time.
Aircraft:    You will be eligible to use the Company aircraft for (i) business-related travel in accordance with the Company’s travel policy, (ii) travel between your city of residence and the Company’s headquarters in Seattle, Washington and (iii) your personal travel in accordance with the Company’s policies, up to a maximum amount of $250,000 per year, which amount will be based on the aggregate incremental cost to the Company.

 

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Legal Fees:    The Company shall reimburse you for up to $50,000 in reasonable legal and advisory fees and expenses incurred in connection with you entering into (i) this Annex, (ii) the related offer letter, (iii) the Severance Plan Participation Agreement and (iv) the LTIP documents with respect to the Replacement Grant.
Taxation:   

Notwithstanding anything in this Annex or any other plan, arrangement or agreement to the contrary:

 

All payments and benefits under this Annex or otherwise provided to you by the Company may be subject to applicable tax withholding by the Company, and the Company may withhold from such amounts payable or benefits to be provided to you up to the maximum allowable withholding, including in respect of employment taxes.

 

In the event that any payment or benefit received or to be received by you (whether pursuant to this Annex or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Internal Revenue Code (“280G”) or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then the payments or benefits to be received by you that are subject to 280G shall be reduced to the minimal extent necessary (and in a manner intended to provide the greatest economic benefit to you) so that no portion of the Total Payments is subject to the Excise Tax, but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments in the absence of a such reduction (after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments).

 

The payments and benefits in this Annex are intended to be exempt from or comply with Section 409A of the U.S. Internal Revenue Code (“409A”). Each such payment and benefit that is payable in installments shall be construed as a separate identified payment for purposes of 409A. You will not be considered to have terminated employment with the Company for purposes of any payments or benefits in connection with termination which are subject to 409A until you have incurred a “separation from service” within the meaning of 409A. If you terminate employment, then solely to the extent necessary to avoid accelerated taxation and / or tax penalties under 409A, any payments and benefits in this Annex that are payable within

 

 

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   the six-month period following your termination date will instead be paid on the first business day following the six-month anniversary of your termination date (or if earlier, the date of death). To the extent required to avoid accelerated taxation and / or tax penalties under 409A, amounts reimbursable to you will be paid to you on or before the last day of the year following the year the expense was incurred, and the amount of expenses for reimbursement (and in-kind benefits) during one year may not affect amounts reimbursable or provided in any subsequent year. If your termination date occurs after November 1 of a given calendar year, any severance payments provided in this Annex will be paid (or commence to be paid) in January of the following calendar year. The Company makes no representation that any or all of the payments and benefits described in this Annex will be exempt from or comply with 409A. To the extent that a modification to any payment or benefit is necessary to prevent any adverse tax consequences under 409A, you and the Company will work together in good faith to effect such a modification.
Indemnity; D&O Insurance:    You will be subject to and covered by the indemnification policy and by-laws of the Company, and any other agreement or procedure maintained by the Company with respect to indemnification, at all times during and following your employment, on a basis no less favorable than that of the Company’s other officers and directors, and you shall be a named insured under the Company’s D&O policies.
Clawback Policy:    You will be subject to any clawback or recoupment provisions as may be required pursuant to any applicable laws, government regulations, stock exchange listing requirements or Company policies in effect from time to time, including the Company’s Amended and Restated Recovery of Incentive Compensation Policy.
Governing Law:    State of Washington

[Signature Page Follows]

 

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By the signatures of the parties below, which may be in counterparts, this Annex shall be effective as of the date first set forth above.

 

STARBUCKS CORPORATION
/s/ Mellody Hobson

Mellody Hobson

Independent Starbucks Board of Directors chair

EXECUTIVE
/s/ Brian R. Niccol

Brian R. Niccol

Exhibit 99.1

Press Release for August 13, 2024_5:05am PT

Starbucks names Brian Niccol as Chairman and Chief Executive Officer

Brian Niccol will join Starbucks on September 9, 2024. Mellody Hobson will be lead independent director. Laxman Narasimhan is stepping down as ceo and as a director effective immediately. Rachel Ruggeri will serve as interim ceo.

SEATTLE (August 13, 2024) – Starbucks (NASDAQ: SBUX) today announced that Brian Niccol has been appointed chairman and chief executive officer. Niccol will start in his new role on September 9, 2024. Starbucks chief financial officer, Rachel Ruggeri, will serve as interim ceo until that time. Mellody Hobson, Starbucks board chair, will become lead independent director.

Niccol currently serves as Chairman and CEO of Chipotle. Since becoming CEO in 2018, Niccol has transformed Chipotle. His focus on people and culture, brand, menu innovation, operational excellence, and digital transformation have set new standards in the industry and driven significant growth and value creation. Revenue has nearly doubled, profits have increased nearly sevenfold, and the stock price has increased by nearly 800% during his leadership, all while increasing wages for retail team members, expanding benefits, and strengthening the culture.

“We are thrilled to welcome Brian to Starbucks. His phenomenal career speaks for itself. Brian is a culture carrier who brings a wealth of experience and a proven track record of driving innovation and growth. Like all of us at Starbucks, he understands that a remarkable customer experience is rooted in an exceptional partner experience,” said Hobson. “Our board believes he will be a transformative leader for our company, our people, and everyone we serve around the world.”

“I am excited to join Starbucks and grateful for the opportunity to help steward this incredible company, alongside hundreds of thousands of devoted partners,” said Niccol. “I have long-admired Starbucks iconic brand, unique culture and commitment to enhancing human connections around the globe. As I embark upon this journey, I am energized by the tremendous potential to drive growth and further enhance the Starbucks experience for our customers and partners, while staying true to our mission and values.”

Laxman Narasimhan is stepping down from his role as ceo and as a member of the Starbucks board with immediate effect. During his tenure, he improved the Starbucks partner experience, drove significant innovation in our supply chain, and enhanced our store operations.

“On behalf of the board, I want to sincerely thank Laxman for his contributions to Starbucks, and his dedication to our people and brand,” said Hobson. “In the face of some challenging headwinds, Laxman has been laser focused on improving the business to meet the needs of our customers and partners. We all wish him the very best and know he will do great things in the future.”

Niccol joined Chipotle as Chief Executive Officer and a director in March 2018, and became Chairman of the Board in March 2020. Before joining Chipotle, he served as Chief Executive of Taco Bell. Before becoming CEO he held roles including Chief Marketing and Innovation Officer, and President. He also served in leadership roles at Pizza Hut, another division of Yum! Brands. He began his career in brand management at Procter and Gamble.


Niccol currently serves on the board of directors of Walmart Inc. He previously served on the board of KB Home and Harley-Davidson. Niccol holds an undergraduate degree from Miami University and an MBA from the University of Chicago Booth School of Business.

“Having followed Brian’s leadership and transformation journey at Chipotle, I’ve long admired his leadership impact. His retail excellence and track record in delivering extraordinary shareholder value recognizes the critical human element it takes to lead a culture and values driven enterprise. I believe he is the leader Starbucks needs at a pivotal moment in its history. He has my respect and full support,” said Howard Schultz, Starbucks founder and chairman emeritus. “I thank Mellody and the Starbucks board for their deep commitment to shaping the future of this remarkable global phenomenon that is Starbucks.”

Ruggeri is a 23-year Starbucks partner. She has been cfo since 2021.

About Starbucks

Since 1971, Starbucks Coffee Company has been committed to ethically sourcing and roasting high-quality arabica coffee. Today, with more than 39,000 stores worldwide, 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 stories.starbucks.com or www.starbucks.com.

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Aug. 11, 2024
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