SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) January 27, 2005
COSTCO WHOLESALE CORPORATION.
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(Exact name of registrant as specified in its charter)
Washington 0-20355 91-1223280
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
999 Lake Drive
Issaquah, WA 98027
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 425-313-8100
Item 1.01. Entry into a Material Definitive Agreement
At the Company's annual meeting of shareholders, held on January 27,
2005, shareholders approved the adoption of amendments to the Company's 2002
Stock Incentive Plan. Among other things, the amendments increased the number of
shares of common stock eligible for award under the plan by 10,000,000 shares,
and authorized the grant of stock bonuses and stock units in addition to
non-statutory and incentive stock options. A more complete description of the
terms of the Amended and Restated 2002 Equity Incentive Plan (the "Plan") can be
found in the Company's definitive Proxy Statement filed with the Securities and
Exchange Commission on Schedule 14A. The section of the definitive Proxy
Statement, "Proposal 2--Approval of Amendments to the 2002 Stock Incentive Plan"
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits. The following exhibits are included in this report:
10.1. Amended and Restated 2002 Stock Incentive Plan. Incorporated by
reference to Appendix E to the Company's definitive proxy statement for the
annual meeting of shareholders held on January 27, 2005.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Issaquah, State of Washington, on January 28, 2005.
COSTCO WHOLESALE CORPORATION
By: ___/s/ Richard A. Galanti__________
Richard A. Galanti, Executive Vice
President and Chief Financial Officer