Starbucks Corporation

11/21/2024 | Press release | Distributed by Public on 11/21/2024 15:07

Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 19, 2024, Starbucks Corporation (the "Company") and Brian Niccol, the Company's chief executive officer and chairman of the Company's board of directors, agreed to amend Mr. Niccol's offer letter, dated August 11, 2024 (the "Offer Letter"). Such amendments were made to (i) correctly capture the intent of the parties to the Offer Letter with respect to his performance-based equity grants and (ii) align with the Company's grant practices with respect to annual equity grants, which are determined based on target value, rather than grant date fair value. The Company's board of directors approved, confirmed, and ratified Mr. Niccol's Replacement Grant (as defined below) in accordance with the amendments to the Offer Letter.
The Offer Letter was amended to clarify that the number of shares subject to Mr. Niccol's replacement equity grant (the "Replacement Grant") should have a target value (rather than a target grant date fair value) of no less than $75,000,000 but no more than $80,000,000 on the date of grant, which should be calculated using the closing stock price on the date of grant. The Offer Letter was also amended to clarify that Mr. Niccol shall be eligible to receive an annual grant in fiscal year 2025 with a target value (rather than a target grant date fair value) of $23,000,000 on the date of grant, with the number of shares subject to such grant to be calculated using the closing stock price on the date of grant, which $23,000,000 target value is subject to future adjustment by the Company's board of directors based on Mr. Niccol's performance.
The description of the amendments to the Offer Letter in this Item 5.02 is qualified in its entirety by reference to the full text of the letter agreement amending the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.