Annual Meeting of Shareholders
Vote the WHITE Proxy Card Today
Starbucks Annual Meeting of Shareholders will take place virtually on March 13, 2024 at 10 a.m. PT
Your vote at the upcoming Annual Meeting will impact the strength and effectiveness of the Starbucks Board of Directors. We encourage you to review the proxy solicitation materials carefully and use the enclosed WHITE proxy card to vote today ONLY “FOR” each of the 11 Starbucks nominees.
Starbucks Board Has Delivered Value
Since its founding, Starbucks and its Board have been committed to a process of continuous improvement and transformation at all levels and has consistently sought to create opportunities for its partners. The Board works closely with management as they adapt to a constantly changing environment, and we are positioned to maintain our leadership and to capitalize on our unmatched potential.
More recently, the Board has overseen changes to leadership and operations that are already having a significant positive impact:
- Appointed Laxman Narasimhan as ceo in March 2023 following a six-month immersion program.
- Undertook a process of regular refreshment, with five Board appointments designed to address our ever-evolving business and industry.
- Developed and approved the adoption of the Triple Shot Reinvention with Two Pumps Plan in November 2023.
The Board’s focus on staying ahead of consumer and industry trends has paid off. Starbucks business model has long-term sustainable advantages that our peers simply do not. These investments are already delivering shareholder returns.
- In our 2023 fiscal year, revenue grew 12% and comparable store sales grew 8%. GAAP earnings per share grew 27%. Non-GAAP earnings per share grew 20%.
- From fiscal years 2022 to 2023, GAAP operating margins expanded from 14.3% to 16.3%. Non-GAAP operating margins expanded from 15.1% to 16.1%.
- Our performance in Q4 of fiscal year 2023, and our expectations for fiscal year 2024, are similarly strong and demonstrate the momentum behind our Triple Shot Reinvention with Two Pumps Plan.
Proactive Board actions have delivered significant value for shareholders.
Over the last 10 years, Starbucks has delivered a leading total shareholder return (“TSR”) of 195%.*
*Represents aggregate total return from January 24, 2014 through January 24, 2024.
Starbucks Commitment to Partner Success is Core to Who We Are
Starbucks Nominees Have the Background, Qualifications, and Judgement
And are Effectively Overseeing our Ambitious Business Strategy to Drive Shareholder Value
Our nominees are focused on partner success to guide Starbucks path forward.
In November 2023, the Board established a new Environmental, Partner and Community Impact Committee. The Impact Committee will assist the Board in fulfilling its oversight responsibilities with respect to evolving regulations and accountability across standards as they apply to Starbucks partners and stakeholders. It will also track Starbucks progress towards its environmental, partner, and community impact commitments.
Our highly engaged Board reflects a diversity of backgrounds and experiences, as well as an appropriate balance of continuity and fresh perspectives.
How to Vote
Vote the WHITE proxy card TODAY – Protect the Value of Your Investment
We strongly recommend that you use the WHITE proxy card to vote ONLY “FOR” each of the 11 Starbucks nominees. Our Board urges you to disregard any materials, including any blue proxy card, that may be sent to you by the SOC Group.
Please carefully review the proxy materials and follow the instructions shown on your WHITE proxy card or WHITE voting instruction form to ensure your vote is represented at the Annual Meeting:
- Internet: Locate the Control Number on your WHITE proxy card or WHITE voting instruction form and visit the website indicated. Or, if you received your proxy materials by email from your broker, simply click the WHITE “VOTE NOW” button in the email.
- Telephone: Depending on how you hold your shares, you may be able to also vote by telephone. Locate the Control Number on your WHITE proxy card or WHITE voting instruction form and call the telephone number indicated (available 24/7).
- Mail: If you received a WHITE proxy card or voting instruction form by mail, you may mark, date, sign and return it in the postage-paid envelope provided.
Please do not vote using any blue proxy card or voting instruction form sent to you by the SOC Group. If you have already voted using the blue proxy card or voting instruction form, you may revoke that vote by voting again using the WHITE proxy card or WHITE voting instruction form. Only the latest dated, executed proxy that you submit will be counted.
If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies:
INNISFREE M&A INCORPORATED
Shareholders may call: 1(888) 750-5884 (toll-free from the U.S. and Canada), or +1(412) 232-3651 (from other countries)
As part of the Starbucks mission, we are committed to
maintaining our uncompromising principles while we grow.
In addition to the GAAP results provided in this letter, Starbucks provides certain non-GAAP financial measures that are not in accordance with, or alternatives for, generally accepted accounting principles in the United States (“GAAP”). Our non-GAAP financial measures of non-GAAP operating margin and non-GAAP earnings per share exclude the below-listed items and their related tax impacts, as they do not contribute to a meaningful evaluation of Starbucks future operating performance or comparisons to Starbucks past operating performance. The GAAP measures most directly comparable to non-GAAP operating margin and non-GAAP earnings per share are operating margin and diluted net earnings per share, respectively.
Non-GAAP operating margin and non-GAAP earnings per share may have limitations as analytical tools. These measures should not be considered in isolation or as a substitute for analysis of Starbucks results as reported under GAAP. Other companies may calculate these non-GAAP financial measures differently than Starbucks does, limiting the usefulness of those measures for comparative purposes.
Starbucks Corporation Reconciliation of Selected GAAP Measures to Non-GAAP Measures
- Certain numbers may not foot due to rounding convention.
- Represents costs associated with our restructuring efforts.
- Fiscal 2023 includes transaction-related expenses related to the sale of our Seattle’s Best Coffee brand. Fiscal 2022 includes amortization expense of acquired intangible assets associated with the acquisition of East China as well as other expenses associated with our Russia market exit and with the sale of our Evolution Fresh business.
- Represents a beneficial return-to-provision adjustment related to the prior year divestiture of certain joint venture operations that also received non-GAAP treatment.
- Adjustments were determined based on the nature of the underlying items and their relevant jurisdictional tax rates.