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Originally published January 31, 2014 at 4:32 PM | Page modified January 31, 2014 at 6:32 PM

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Costco shareholders fail in bid to shake up governance rules

.A proposal to have Costco Wholesale’s directors run for election every year instead of serving staggered three-year terms won a majority of shares voted but fell short of the number needed to shake up the warehouse retailer’s governance.


Seattle Times business reporter

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A proposal to have Costco Wholesale’s directors run for election every year instead of serving staggered three-year terms fell short of the vote needed to shake up the warehouse retailer’s governance, according to a securities filing Friday.

The proposal garnered the support of 56 percent of shares voted at Costco’s shareholder meeting on Thursday. But that was only 47 percent of Costco’s outstanding shares, far from the two-thirds required to pass because it involves amending the company’s articles of incorporation.

Another measure, asking the board of directors to change the company’s rules so only a simple majority vote is needed to decide all sorts of issues, won 54 percent of the shares voted, so Costco considers it approved.

But before changes are made, Costco’s board would have to offer such an amendment to the shareholders and get at least two-thirds of outstanding shares on board. On Thursday, the proposal only garnered the support of 46 percent of outstanding shares.

Ángel González: 206-464-2250 or agonzalez@seattletimes.com. On Twitter: @gonzalezseattle



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