SEC Comment Letter for COSTCO WHOLESALE (COST) — Mar 5, 2010
COSTCO WHOLESALE CORP /NEW (COST) (CIK 0000909832)
Date: March 5, 2010 · CIK: 0000909832 · Accession: 0000000000-10-012630
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-20355
Referenced dates: February 8, 2010
Letter
Mail Stop 3561 March 5, 2010 Richard A. Galanti Chief Financial Officer Costco Wholesale Corporation 999 Lake Drive Issaquah, Washington 98027 Re: Costco Wholesale Corporation Definitive Proxy Statement on Schedule 14A Filed December 18, 2009 File No. 000-20355
We have reviewed your response letter dated February 8, 2010 and have the following comments. You should comply with these comments in all future filings, if applicable. Please confirm in writing that you will do so and also explain to us in sufficient detail how you intend to comply by pr oviding us with your proposed revisions. If you disagree, we will consider your explana tion as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing this information, we may raise additional comments.
Definitive Proxy Statement on Schedule 14A
1. We note that in response to comment eight of our January 21, 2010 letter you state that you believe your analysis of why you choose to pay each element of compensation is adequately described on page 11 of your proxy statement. You refer to your disclosure on page 11 which st ates, in part, that in establishing your mix of equity, salary, bonus and othe r compensation components, you “relied upon the fact that [your] current structure has been utilized successfully in years past… .” This disclosure does not clarify why you chose to pay each element of compensation, but rather states why you c hose to not alter th e mix of elements you considered in establishing your co mpensation. Please provide us with proposed revisions describing why y ou chose to pay each element of compensation. 2. On page 18 of your letter, in response to comment nine of our January 21, 2010 letter you describe Mr. Sinegal’s a nd the Compensation Committee’s broad discretion in determining cash bonuses, but your filing appears to only briefly reference the extent of this discretion. Please provide us with proposed revisions which incorporate your discussion into your filing.
Richard A. Galanti Costco Wholesale Corporation March 5, 2010 Page 2 * * *
Please contact Chris Chase, Attorney-Advi sor, at (202) 551-3485 or me at (202) 551-3720 with any questions. S i n c e r e l y , H. Christopher Owings A s s i s t a n t D i r e c t o r
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Mail Stop 3561 March 5, 2010 Richard A. Galanti Chief Financial Officer Costco Wholesale Corporation 999 Lake Drive Issaquah, Washington 98027
Re: Costco Wholesale Corporation
Definitive Proxy Statement on Schedule 14A Filed December 18, 2009
File No. 000-20355
We have reviewed your response letter dated February 8, 2010 and have the
following comments. You should comply with these comments in all future filings, if applicable. Please confirm in writing that you will do so and also explain to us in
sufficient detail how you intend to comply by pr oviding us with your proposed revisions.
If you disagree, we will consider your explana tion as to why our comment is inapplicable
or a revision is unnecessary. Please be as detailed as necessary in your explanation.
After reviewing this information, we may raise additional comments.
Definitive Proxy Statement on Schedule 14A
1. We note that in response to comment eight of our January 21, 2010 letter you
state that you believe your analysis of why you choose to pay each element of
compensation is adequately described on page 11 of your proxy statement. You
refer to your disclosure on page 11 which st ates, in part, that in establishing your
mix of equity, salary, bonus and othe r compensation components, you “relied
upon the fact that [your] current structure has been utilized successfully in years
past… .” This disclosure does not clarify why you chose to pay each element of compensation, but rather states why you c hose to not alter th e mix of elements
you considered in establishing your co mpensation. Please provide us with
proposed revisions describing why y ou chose to pay each element of
compensation.
2. On page 18 of your letter, in response to comment nine of our January 21, 2010
letter you describe Mr. Sinegal’s a nd the Compensation Committee’s broad
discretion in determining cash bonuses, but your filing appears to only briefly
reference the extent of this discretion. Please provide us with proposed revisions
which incorporate your discussion into your filing.
Richard A. Galanti
Costco Wholesale Corporation March 5, 2010 Page 2
* * *
Please contact Chris Chase, Attorney-Advi sor, at (202) 551-3485 or me at (202)
551-3720 with any questions.
S i n c e r e l y , H. Christopher Owings A s s i s t a n t D i r e c t o r