PRELIMINARY PROXY STATEMENT DATED JANUARY 11, 2024

SUBJECT TO COMPLETION

2024

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS AND

PROXY STATEMENT

[PHOTO PLACEHOLDER]

Please carefully review the proxy materials and follow the instructions below to promptly cast your vote on the WHITE proxy card using one of the options below. Even if you plan to attend the Annual Meeting, please cast your vote on the WHITE proxy card as soon as possible.

Shareholders as of the record date must register in advance to participate in the Annual Meeting by visiting the website www.cesonlineservices.com/sbux24_vm. Please have your WHITE proxy card or WHITE voting instruction form, notice, or other communication containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting must be received by no later than [****] a.m., Pacific Time on [****], 2024. Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at [****] a.m. Pacific Time. If you encounter any technical difficulties accessing the meeting, please refer to the meeting reminder email, which will include technical support contact information, including a telephone number and email address. Technical support will be available beginning at [****] a.m. Pacific Time on [****], 2024 and will remain available until the meeting has ended.

Please note that The Strategic Organizing Center (“SOC”), which is affiliated with Service Employees International Union and certain other persons and entities identified in SOC’s proxy solicitation materials filed with the Securities and Exchange Commission (collectively, the “SOC Group”), has provided notice of its intent to nominate three nominees for election as directors at the Annual Meeting in opposition to the nominees recommended by our board. Pursuant to Securities and Exchange Commission rules, Starbucks is required to show the SOC Group nominees on our WHITE proxy card; however, our board urges you not to vote for any of the SOC Group nominees and instead use the WHITE proxy card to vote “FOR” only each of the 11 Starbucks nominees. Additionally, you may receive solicitation materials from the SOC Group, including proxy statements and blue proxy cards. Starbucks is not responsible for the accuracy or completeness of any information provided by or relating to the SOC Group or its nominees contained in solicitation materials filed or disseminated by or on behalf of the SOC Group or any other statements the SOC Group may make.

Our board does NOT endorse any of the SOC Group’s nominees and unanimously recommends that you use the WHITE proxy card to vote “FOR” only each of our board’s 11 director nominees and in accordance with our board’s recommendation on each other proposal properly presented at the Annual Meeting. Our board strongly urges you to disregard any materials sent to you by the SOC Group, including any blue proxy card, and NOT to vote using any blue proxy card that may be sent to you by the SOC Group. If you have already voted using a blue proxy card you have every right to change your vote and we strongly urge you to revoke that proxy any time before it is exercised at the Annual Meeting by (i) following the instructions on your WHITE proxy card or WHITE voting instruction form to vote by Internet or telephone, (ii) marking, dating, signing, and returning your WHITE proxy card in the postage-paid envelope provided or (iii) voting at the Annual Meeting. Only your latest dated, validly executed proxy that you submit will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

We encourage you to vote and submit your WHITE proxy card as promptly as possible, even if you plan to attend the virtual meeting.

TABLE OF CONTENTS

FISCAL YEAR 2023 BUSINESS HIGHLIGHTS

In this Proxy Statement for the Annual Meeting, Starbucks Corporation (together with its subsidiaries) is referred to as “Starbucks,” the “Company,” “we,” “us” or, “our.”

Starbucks is the premier roaster, marketer, and retailer of specialty coffee globally, with a presence in 86 markets worldwide. Since 1971 we have been committed to ethically sourcing and roasting high-quality arabica coffee. Through more than 38,000 specialty retail stores and a growing presence in consumer-packaged goods, we strive to bring the unique Starbucks Experience to life for every customer in every cup.

In fiscal year 2023, Starbucks delivered strong performance across its global and growing portfolio. Brand strength and product innovation continue to resonate as demonstrated by our increasing loyal customer base. Starbucks also built on the execution of its long-term growth strategy with the announcement of the Triple Shot Reinvention with Two Pumps Plan on November 2, 2023, illustrated below.

Shareholder returns

Starbucks returned $3.4 billion of capital to shareholders in fiscal year 2023 through dividends and share repurchases. We expect to continue our dividend approach and remain committed to targeting an approximate 50% dividend payout ratio, displaying our confidence in our long-term growth, and attracting a broad investor base, which benefits all stakeholders. We are proud to have recently commemorated our 13^th consecutive annual dividend increase, with a compound annual growth rate of 20% over such period.

Fiscal year 2023 results

Fiscal year 2023 performance reflected double-digit earnings growth, which was a direct result of our balanced revenue growth and margin expansion as our focused and disciplined execution of our Reinvention Plan delivered tangible financial results.

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this proxy statement other than statements of historical fact, including statements relating to trends in or expectations relating to the expected effects of our initiatives, strategies, and plans, as well as trends in or expectations regarding our financial results, costs and expenses, dividend issuances and share repurchases, and long-term growth model and drivers, and regarding our business strategy and plans such as our Triple Shot Reinvention with Two Pumps Plan, and our objectives for future operations, are forward-looking statements. Words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the Securities and Exchange Commission (the “SEC”), including the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended October 1, 2023. New risks periodically emerge. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. We assume no obligation to update any of these forward-looking statements after the date of this proxy statement, except as may be required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Information referenced in this proxy statement

The content of the websites referred to in this proxy statement are not incorporated by reference into this proxy statement.

       Our strong performance in fiscal year

       2023, despite unprecedented global

       economic uncertainties, underscores

       the relevance of the Starbucks brand

       and deep relationships with our

       partners and customers globally.

BOARD HIGHLIGHTS

Starbucks director nominees

The following tables provide summary information about our director nominees. All director nominees are independent except for Laxman Narasimhan, our ceo. Mellody Hobson is the independent chair of the board. Our board unanimously recommends that you use the WHITE proxy card to vote “FOR” only each of our board’s 11 director nominees. Additional information regarding our director nominees, including experience, qualifications, skills, and other attributes, begins on page 20.

														Committee Memberships
		Name		Principal Occupation		Age				Director Since				Audit and Compliance Committee		Compensation and Management Development Committee		Nominating and Corporate Governance Committee		Environmental, Partner, and Community Impact Committee
		Ritch Allison		Former Chief Executive Officer and Director, Domino’s Pizza, Inc.			56				2019
		Andrew Campion		Managing Director of Strategic Business Ventures, NIKE, Inc.			52				2019
		Beth Ford		President and Chief Executive Officer, Land O’Lakes, Inc.			59				2023
		Mellody Hobson		Co-Chief Executive Officer, President, and Director, Ariel Investments, LLC			54				2005
		Jørgen Vig Knudstorp		Special Partner to the LEGO Brand Owner Family, KIRKBI Group			55				2017
		Neal Mohan*		Chief Executive Officer, YouTube			50				2024
		Satya Nadella		Chairman and Chief Executive Officer, Microsoft Corporation			56				2017
		Laxman Narasimhan		chief executive officer, Starbucks Corporation			56				2023
		Daniel Servitje*		Chief Executive Officer, President, and Chairman, Grupo Bimbo SAB de CV			64				2024
		Mike Sievert*		Chief Executive Officer, President, and Director, T-Mobile US, Inc.			54				2024
		Wei Zhang		Former Senior Advisor and President, Alibaba Pictures Group			53				2023

Member

Committee Chair

Audit Committee Financial Expert

Please note that the SOC Group has provided notice of its intent to nominate three nominees – Maria Echaveste, Hon. Joshua Gotbaum, and Wilma B. Liebman – for election as directors at the Annual Meeting in opposition to the nominees recommended by our board (collectively, the “SOC Group Nominees”). You may receive solicitation materials from the SOC Group, including proxy statements and blue proxy cards. Starbucks is not responsible for the accuracy or completeness of any information provided by or relating to the SOC Group or its nominees contained in solicitation materials filed or disseminated by or on behalf of the SOC Group or any other statements the SOC Group may make.

Our board unanimously recommends that you use the WHITE proxy card to vote “FOR” only each of our board’s 11 director nominees and in accordance with our board’s recommendation on each other proposal properly presented at the Annual Meeting. Our board urges you to disregard any materials, including any blue proxy card, that may be sent to you by the SOC Group. If you have already voted using a blue proxy card, you can revoke that proxy any time before it is exercised at the Annual Meeting by (i) following the instructions on your WHITE proxy card or WHITE voting instruction form to vote by Internet or telephone, (ii) marking, dating, signing and returning your WHITE proxy card or WHITE voting instruction form in the postage-paid envelope provided or (iii) voting at the Annual Meeting. Only your latest dated, validly executed proxy that you submit will be counted.

Starbucks director nominees snapshot

Experience/Qualifications/Skills/Attributes

Ongoing commitment to board and committee refreshment

In response to shareholder engagement and to ensure that the board evolves and maintains a fresh perspective on Starbucks changing business and strategic needs and following multiple conversations and meetings with certain of our directors with several highly qualified candidates, we increased the size of the board on January 9, 2024 to 11 directors (from 8 directors as of the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”)). 6 new directors, or 54.5% of the board, have joined the board in the past year. On November 20, 2023, we also announced our intention to establish the Environmental, Partner, and Community Impact Committee (the “Impact Committee”) of the board, which has since been formed. The Impact Committee is chaired by Beth Ford and is comprised entirely of independent directors and we view this committee to be as part of the continued evolution of our governance approach.

As discussed below under “Background of the Solicitation”, based upon Starbucks criteria for nomination of directors to the board and the unanimous recommendation of the Nominating and Corporate Governance Committee (the “Nominating/Governance Committee”), the board unanimously determined to nominate the individuals identified in the above table under “Starbucks Director Nominees” for election at the Annual Meeting in light of their experience, qualifications, skills, and other attributes, and the board unanimously determined not to nominate any of the SOC Group Nominees. Starbucks believes that its board reflects an appropriate balance of experience, continuity, and fresh perspectives as well as a diversity of perspectives and backgrounds. Assuming the election of all Starbucks nominees, the average tenure for all directors will be 4.1 years as of the Annual Meeting, and 63.6% of these directors will have gender, national, or ethnic diversity.

SHAREHOLDER ENGAGEMENT

Starbucks believes that strong corporate governance includes year-round engagement with our shareholders. We have a long-standing, robust shareholder outreach program in which we solicit feedback on our corporate governance, executive compensation program, and disclosure practices, as well as environmental and community impact programs and goals. Members of management and the independent members of our board participate in shareholder engagement. Shareholder feedback from these engagements is shared with our board on an ongoing basis throughout the year. We also review our practices against guidelines published by shareholders and proxy advisory firms. In addition, we engaged with each of the shareholders who submitted the proposals that are included in this proxy statement.

Every year, our shareholder outreach effort is generally conducted by a cross-functional team including Investor Relations, Law & Corporate Affairs, Inclusion and Diversity, Public Affairs, Global Coffee, Sustainability and Social Impact, and Partner Resources. Additionally, our ceo and cfo are engaged in meaningful dialogue with our shareholders through our quarterly earnings calls and investor-related outreach events.

GLOBAL ENVIRONMENTAL AND SOCIAL IMPACT

When Starbucks opened in 1971, our vision for success included becoming a different kind of company. As that journey continues, we pay homage to Starbucks past while evolving toward a new future. With every cup, with every conversation, with every community, we nurture the limitless possibilities of human connection. This is our new mission – underpinned by six promises to our stakeholders:

Starbucks strives to lead by example. Consistent with our strong record of pursuing sustainability goals and programs tailored to our business and reporting on our sustainability progress with intention, transparency, and accountability, Starbucks plans to publish our Fiscal Year 2023 Impact Report (previously called the Global Environmental and Social Impact Report) in the second quarter of fiscal year 2024.

BACKGROUND OF THE SOLICITATION

The summary below details the significant communications and interactions between representatives of Starbucks and representatives of the SOC Group in connection with the SOC Group’s nomination of three individuals for election to the Starbucks board at the Annual Meeting. This summary does not purport to catalogue every conversation of or among members of the board, Starbucks management, Starbucks advisors, and representatives of the SOC Group and their advisors relating to the SOC Group’s solicitation.

Starbucks overall business strategy is designed to position Starbucks for sustainable, profitable growth to the benefit of its shareholders and other stakeholders including its partners and customers. The board continuously evaluates, with the Starbucks senior management team, Starbucks overall business strategy, key market opportunities, customer trends, competitive developments, partner relations, and future growth opportunities. The board applies a holistic approach in evaluating Starbucks business strategy with the goal of providing a balanced and comprehensive perspective for the benefit of Starbucks shareholders, partners, customers, and other stakeholders. This evaluation is also informed by, and reflects feedback from, our partners as well as our year-round shareholder outreach program, in which Starbucks solicits feedback from shareholders on a variety of topics, including the Company’s corporate governance, executive compensation program, disclosure practices, environmental and social impact programs, and stakeholder promises.

Our partners are—and always have been—core to Starbucks overall business strategy, which is why our company, under the direction of the board, has made, and continues to make, significant investments in our partners.

These investments have led to a more consistent partner experience in Starbucks-operated stores across the U.S. Coupled with higher wages and the expansion of hours, these investments have not only resulted in lower turnover and more meaningful improvement in our customer connection scores year-over-year, but have also nearly doubled hourly total cash compensation for partners since fiscal year 2020.

In September 2022, we launched our Reinvention Plan to reset our business for even greater long-term success. The focus of our Reinvention Plan is to elevate the experiences in our stores for our partners and, through our partners, for our customers.

We’re proud of the work we’re doing as part of the Reinvention Plan. To date:

In August 2021, Starbucks was informed by partners at locations in the Buffalo, New York market that they were seeking to be represented by a union. As reflected in the FOA/CB Assessment (defined and described below), “what Starbucks initially assumed was isolated activity in a particularly troubled market turned out to be the start of a well-coordinated organizing campaign.” This effort has been coordinated by Workers United, an affiliate of the Service Employees International Union (“SEIU”). By October 2023, approximately 500 total petitions for union representation had been filed with the National Labor Relations Board (“NLRB”) in relation to Starbucks stores located in the United States.

Starbucks has engaged in negotiations with labor organizations certified to represent partners in North American Starbucks-operated stores, including Workers United, the International Brotherhood of Teamsters, and the United Steelworkers. Starbucks has consistently proposed that contract bargaining sessions comply with all labor laws and be conducted in person, as in-person bargaining has long been recognized by the NLRB as the most effective and efficient means to reach agreement. Workers United has not agreed to attend many of the proposed bargaining sessions, insisting that virtual participation be a pre-condition to bargain.

On September 1, 2022, Starbucks announced that Laxman Narasimhan would become Starbucks next ceo following a six-month immersion program pursuant to which, among other things, he visited stores, trained and worked as a barista, visited manufacturing plants and coffee farms, and engaged with partners.

On September 13, 2022, at Starbucks 2022 Investor Day, Starbucks provided an in-depth review of its recently announced Reinvention Plan, which contemplated targeted investments in partners, customers, and stores to enhance store sales and store count growth and expand margins. As a core part of this plan, Starbucks also introduced various initiatives to improve the partner experience, including expanded tipping, new well-being benefits, investments in store managers, such as new leadership trainings, and investments in equipment and technology designed to improve the partner experience.

On March 20, 2023, Starbucks announced, effective on such date, that Mr. Narasimhan had assumed the role of ceo.

On March 23, 2023, as part of the board’s ongoing refreshment process, each of Isabel Ge Mahe, Clara Shih, and Joshua Cooper Ramo were not renominated for election at the 2023 Annual Meeting. At the 2023 Annual Meeting on March 23, 2023, Beth Ford and Mr. Narasimhan were each elected to the board.

At the 2023 Annual Meeting, proponents of a shareholder proposal (the “assessment proposal”) requested that the board commission and oversee an independent, third-party assessment of Starbucks adherence to its stated commitment to workers’ freedom of association and collective bargaining rights (such requested assessment, the “FOA/CB Assessment”). The board recommended against the assessment proposal, citing Starbucks historic investments and commitment to partners and ongoing efforts to improve partner relations and Starbucks then-current intention to undertake such a review and report as part of its Human Rights Impact Assessment. The assessment proposal passed at the 2023 Annual Meeting. The board appreciated, took seriously, and promptly undertook to follow through on the assessment proposal. As contemplated by the assessment proposal, the board engaged an independent, third-party assessor to conduct the FOA/CB Assessment. The Nominating/Governance Committee, the board, the ceo and management team, and our legal, labor relations, and communications teams, each fully cooperated with and supported the efforts of the third-party assessor, including by providing significant access to public and non-public documents and personnel.

Also at the 2023 Annual Meeting, shareholders considered a shareholder proposal supported by SOC requesting that the board amend its Corporate Governance Principles and Practices for the Board of Directors (the “Governance Principles”) to revise its ceo succession planning policy (the “SOC succession planning proposal”). Following engagement with SOC, and substantial incorporation of its proposed changes to the Governance Principles, the board recommended against the SOC succession planning proposal. The SOC succession planning proposal was not approved by shareholders at the 2023 Annual Meeting.

As stated in our 2023 proxy statement:

In furtherance of ongoing board refreshment, the Nominating and Corporate Governance Committee is currently engaged in an ongoing recruitment process, with Beth Ford, the chief executive officer of Land O Lakes, being nominated to stand for election as a director at the 2023 annual meeting of shareholders. The board is committed to ensuring that it remains composed of directors who are equipped to oversee the success of the business, striving to maintain an appropriate balance of diversity, skills, and tenure in its composition, and intends to increase its gender diversity over the next few years.

The board has also sought to increase its size consistent with the size of boards at similarly significant, international, and complex public companies. In furtherance of these efforts, following the 2023 Annual Meeting and prior to any outreach from SOC or its representatives regarding the SOC Group’s nomination of three director candidates, the board, working with its consultants, identified and reviewed more than 200 potential candidates for nomination to the board. Following a selection and screening process overseen by Jørgen Vig Knudstorp, chair of the Nominating/Governance Committee, certain members of the board met with more than 20 of the potential directors so identified, including Neal Mohan, Daniel Servitje, and Mike Sievert. Following Starbucks receipt of the SOC nomination on November 21, 2023, and in light of the organizational and logistical details related to appointing new directors, the Nominating/Governance Committee and board postponed definitive action on board appointments and nominations for election to the board at the Annual Meeting while evaluating the SOC Group Nominees’ candidacy and addressing such organizational and logistical details.

On September 13, 2023, Starbucks announced that Howard Schultz was resigning from the board, effective as of such date, and that Wei Zhang, an independent director, had been appointed to the board, effective as of October 1, 2023, which is the date on which Ms. Zhang joined the board.

On September 27, 2023, representatives of SOC submitted to Starbucks a shareholder proposal for consideration at the Annual Meeting. This proposal requested that Starbucks amend its bylaws to eliminate indemnification of Starbucks directors and officers if such persons were named in an action undertaken by the NLRB or by any other actor pursuant to or entailing alleged violations of the National Labor Relations Act, except as otherwise ordered by a court, mandated by certain provisions of Washington state law, or required by the Starbucks articles of incorporation (the “SOC 2024 bylaw proposal”).

Following receipt of the SOC 2024 bylaw proposal, Starbucks submitted a “no-action” letter to the SEC seeking to exclude the SOC 2024 bylaw proposal from the 2024 proxy statement on the grounds that the requested bylaw amendment was vague and indefinite and would cause Starbucks to violate Washington law.

On November 2, 2023, Starbucks built on the execution of its long-term growth strategy with the announcement of the Triple Shot Reinvention with Two Pumps Plan. This new plan is a comprehensive strategy designed to elevate the Starbucks brand, strengthen and scale digital across all channels, further store expansion globally, identify opportunities within and outside the store for efficiencies, and reinvigorate partner culture.

On November 6, 2023, the Nominating/Governance Committee met and discussed forming a fourth committee of the board to assist the board in fulfilling its oversight responsibilities with respect to evolving regulations and accountability standards as they apply to Starbucks partners and stakeholders, as well as Starbucks progress towards its environmental, partner, and community impact commitments.

On November 8, 2023, representatives of Schulte, Roth & Zabel LLP (“SRZ”), legal counsel to the SOC, provided a letter to Joshua C. Gaul, Starbucks assistant corporate secretary, informing Starbucks of SOC’s request for the forms of a written questionnaire and a written representation and agreement to be completed by an individual eligible for nomination for election to the board in accordance with Starbucks bylaws. Mr. Gaul confirmed to SRZ his receipt of this request later that day.

On November 10, 2023, SOC issued a public letter addressed to the chair of the board urging Starbucks to participate in deliberations of, and abide by decisions of, the newly created California Fast Food Council that would determine standards for pay, hours, and other conditions of employment in the fast-food industry.

On November 13, 2023, Mr. Gaul, on behalf of Starbucks, delivered to SRZ, on behalf of SOC, a copy of Starbucks form of a written questionnaire and form of written representation and agreement.

On November 16, 2023, representatives of the SOC sent a letter to Mr. Gaul, informing Starbucks of SOC’s determination to withdraw the SOC 2024 bylaw proposal from consideration at the Annual Meeting.

On November 20, 2023, the board announced its intention to establish the new Impact Committee, which is responsible for providing leadership with respect to Starbucks mission to “nurture the limitless possibilities of human connection” and how that mission is actualized through Starbucks stakeholder promises, including by monitoring the Starbucks environmental, partner, community, customer, and farmer promises, and by overseeing policies and practices related to such promises. The Impact Committee was formally established on December 13, 2023 and is chaired by Ms. Ford and composed entirely of independent directors.

On November 21, 2023, representatives of the SOC Group delivered a letter to Mr. Gaul, informing Starbucks for the first time that the SOC Group intended to nominate the SOC Group Nominees for election to the board at the Annual Meeting in opposition to the nominees recommended by the board. Later, on November 21, 2023, the SOC Group issued a press release announcing the delivery of its nomination notice and describing it as emerging in the context of the ongoing campaign to unionize Starbucks store partners. Later that day, Starbucks issued a press release with respect to the nomination notice.

In the days that followed, members of the board and Starbucks senior management discussed the SOC Group’s nomination notice and the biographical information contained therein.

On November 27, 2023, SRZ, on behalf of the SOC Group, sent to Mr. Gaul and representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), Starbucks outside legal counsel, a demand letter requesting that the SOC Group be provided, pursuant to Washington law, certain information regarding Starbucks shareholder base, together with a proposed form of confidentiality agreement covering the information requested by the demand letter.

On November 30, 2023, Paul, Weiss provided SRZ with a revised draft of the confidentiality agreement and informed SRZ that Starbucks intended to comply with the requests made by the SOC Group in its demand letter subject to finalization of the confidentiality agreement and reimbursement of Starbucks related expenses. From this time through December 7, 2023, representatives of Paul, Weiss and SRZ finalized the terms of the confidentiality agreement. Following execution of the confidentiality agreement and the reimbursement for its related expenses, Starbucks provided the pertinent information to the SOC Group.

On December 8, 2023, Starbucks communicated to Workers United its sincere desire to start the process of constructive and good faith bargaining at the earliest possible time in an effort to reach contracts for stores that have elected to organize. Workers United and Starbucks have agreed to begin efforts consistent with this goal.

On December 13, 2023, in response to the assessment proposal adopted at the 2023 Annual Meeting and related engagement with Starbucks shareholders, the board released a non-privileged and non-confidential report of the FOA/CB Assessment.

On December 13, 2023, the board and the Nominating/Governance Committee held a joint meeting during which they discussed, among other things, the potential nomination of Neal Mohan, Daniel Servitje, Mike Sievert to the board, the SOC nomination and the biographical information contained therein, and the board determined that the board would request to meet with the SOC Group Nominees.

Later, on December 13, 2023, Paul, Weiss conveyed to SRZ the board’s request to schedule virtual meetings with the SOC Group Nominees. In the days that followed, Starbucks and Paul, Weiss collaborated with the SOC Group and SRZ to schedule these meetings. Given the holiday season and to facilitate the travel plans of certain of the SOC Group Nominees, the meeting with Mr. Gotbaum was scheduled on a different date than the meetings with Ms. Echaveste and Ms. Liebman.

On December 26, 2023, Jørgen Knudstorp, chair of the Nominating/Governance Committee, met with Mr. Gotbaum.

On January 5, 2024, Mellody Hobson, independent chair of the board, Beth Ford, chair of the Impact Committee, and Mr. Vig Knudstorp, chair of the Nominating/Governance Committee, met with each of Ms. Echaveste and Ms. Liebman. Also on January 5, 2024, SRZ, on behalf of the SOC Group, sent to Mr. Gaul and representatives of Paul, Weiss certain updates with respect to information about the SOC Group Nominees contained in SOC’s notice of nomination previously delivered on November 21, 2023.

On January 9, 2024, the board and the Nominating/Governance Committee held a joint meeting to consider and discuss the experience, qualifications, skills, and other attributes of six director candidates. The candidates considered were Neal Mohan, Daniel Servitje and Mike Sievert and the SOC Group’s nominees. In evaluating the candidates, the Nominating/Governance Committee considered applicable biographical, professional, and other information and each of such candidates conversations with members of the board. Following extensive discussion, the Nominating/Governance Committee determined that each of Neal Mohan, Daniel Servitje, and Mike Sievert had the experience, skills, qualifications, and other attributes required to add significant and meaningful value and insight in addressing the key considerations faced by the board. See Proposal 1: Election of Directors starting on pg. 16 of this Proxy Statement for further description of the board’s nominees, including the biographies for each of Mr. Mohan, Mr. Servitje and Mr. Sievert.

Further, the Nominating/Governance Committee determined that none of the SOC Group’s nominees possessed the mix of necessary experience, skills, qualifications, and other attributes that would allow them to add meaningful value in addressing many of the key considerations faced by the board.

Following it’s consideration of the candidates, at the joint meeting on January 9, 2024, the Nominating/Governance Committee recommended to the board that: (a) Ms. Echaveste, Mr. Gotbaum, and Ms. Liebman not be included in the board’s slate of director nominees for the Annual Meeting, (b) the board appoint Neal Mohan, Daniel Servitje and Mike Sievert effective immediately, and (c) the board nominate Ritch Allison, Andrew Campion, Beth Ford, Mellody Hobson, Jørgen Vig Knudstorp, Neal Mohan, Satya Nadella, Laxman Narasimhan, Daniel Servitje, Mike Sievert, and Wei Zhang to serve until the 2025 Annual Meeting of Shareholders, or until their respective successors have been elected and qualified. The board approved, at the joint meeting, the recommendation of the Nominating/Governance Committee described above.

On January 9, 2024, Starbucks announced that Neal Mohan, Daniel Servitje and Mike Sievert had each joined the board as new members. The appointment of Neal Mohan, Daniel Servitje and Mike Sievert brings the board to 11 directors, 10 of whom are independent. Six new directors, or 54.5% of the board, have joined the board within the past year. Starbucks filed a Current Report on Form 8-K attaching the press release regarding this announcement later that day.

On January 10, 2024, Paul, Weiss contacted SRZ to inform them that the board had determined that none of the SOC Group Nominees would be included in the board’s slate of director nominees for the Annual Meeting.Thereafter, and prior to the filing of the preliminary Proxy Statement, Mr. Knudstorp also contacted each of the SOC Group Nominees to inform them of the board’s determination.

On January 11, 2024, Starbucks filed its preliminary Proxy Statement with the SEC.

INFORMATION ABOUT VOTING

We are making this proxy statement available to you on [****], 2024, in connection with the solicitation of proxies by the board for the Starbucks Corporation 2024 Annual Meeting of Shareholders. Please cast your vote as soon as possible using the WHITE proxy card and do NOT sign, return, or vote on any blue proxy card that may be sent to you by the SOC Group. If you have any questions about voting on the WHITE proxy card, please contact Innisfree M&A Incorporated, our solicitation firm, at [****] (toll-free from the U.S. and Canada) or +[****] from other countries.

Please cast your vote on the WHITE proxy card or WHITE voting instruction form as soon as possible using one of the options below:

Attendance and voting at the annual meeting

This year’s Annual Meeting will be a virtual meeting of the shareholders conducted via live webcast. All shareholders of record as of the close of business on January 5, 2024 are invited to participate in the Annual Meeting. We have structured our virtual Annual Meeting to provide shareholders substantially the same rights as if the Annual Meeting were held in person, including the ability to vote shares electronically during the Annual Meeting and ask questions in accordance with the rules of conduct for the meeting. Starbucks is committed to providing an accessible experience. If you have a disability accommodation request, please email us at investorrelations@starbucks.com by [****], 2024.

To attend the Annual Meeting, you must be a shareholder on the record date and have previously registered to attend the Annual Meeting.

Shareholders as of the record date must register in advance to participate in the Annual Meeting by visiting the website www.cesonlineservices.com/sbux24_vm. Please have your WHITE proxy card or WHITE voting instruction form, notice, or other communication containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting must be received by no later than [****] a.m. Pacific Time, on [****], 2024. Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at [****] a.m. Pacific Time. If you encounter any technical difficulties accessing the meeting, please refer to the meeting reminder email, which will include technical support contact information, including a telephone number and email address. Technical support will be available beginning at [****] a.m. Pacific Time on [****], 2024 and will remain available until the meeting has ended.

Registered shareholders (that is, who hold shares issued in their own name and appear on Starbucks share register) who wish to vote at the Annual Meeting may complete and submit the online ballot (available at the Annual Meeting) before the polls close. If you have previously voted by proxy, you do not need to vote by ballot unless you wish to change your vote.

Beneficial owners who wish to vote by ballot at the Annual Meeting must obtain a legal proxy, in PDF or image (gif, jpg, or png) file format, from the organization that holds their shares. The legal proxy authorizes the beneficial owner to vote the shares at the Annual Meeting and must be provided with the online ballot (available at the Annual Meeting) before the polls close. Beneficial owners with multiple legal proxies should combine them into one file for uploading purposes during the meeting.

Contested election

The SOC Group has notified us in accordance with the advance notice provisions of our bylaws that it intends to nominate three nominees – Maria Echaveste, Hon. Joshua Gotbaum, and Wilma B. Liebman – for election to the board at the Annual Meeting in opposition to the nominees recommended by the board. On this basis, under our bylaws the board has affirmatively determined that there is a bona fide election contest with respect to the Annual Meeting, and therefore, there is a contested election at the Annual Meeting. Due to such contested election, all director nominees will be elected by a plurality of votes cast and the 11 director nominees who receive the greatest number of votes will be elected to our board at the Annual Meeting. Any shares not voted “FOR” a particular director nominee as a result of a “WITHHOLD” vote or a broker non-vote (as described below under “Voting Information”) will not be counted in that director nominee’s favor and

will not otherwise affect the outcome of the election (except to the extent they otherwise reduce the number of shares voted “FOR” such director nominee).

All director nominees recommended by the board have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. Our board does not anticipate that any of our director nominees will be unable to serve as a director. If, at the time of the Annual Meeting, any nominee is unable to serve or for good cause is unable to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the board, unless the board chooses to reduce its own size.

We encourage you to vote by proxy using your WHITE proxy card or WHITE voting instruction form as promptly as possible, even if you plan to attend our Annual Meeting. If you have any questions about voting by proxy using your WHITE proxy card or WHITE voting instruction form, please contact Innisfree M&A Incorporated, our solicitation firm, at [****] (toll-free from the U.S. and Canada) or +[****] from other countries. Our board unanimously recommends that you use the WHITE proxy card or WHITE voting instruction form to vote “FOR” only each of our board’s 11 director nominees.

Our board does NOT endorse any of the SOC Group Nominees and unanimously recommends that you disregard any materials, including any blue proxy card, that may be sent to you by the SOC Group. Importantly, voting on a blue proxy card to “withhold” with respect to any of the SOC Group Nominees is NOT the same as voting “FOR” our board’s director nominees. This is because a vote on a blue proxy card to “withhold” with respect to any of the SOC Group Nominees will revoke any WHITE proxy card or WHITE voting instruction form you may have previously submitted. To support our board’s director nominees, you should use the WHITE proxy card or WHITE voting instruction form to vote “FOR” only each of our board’s 11 director nominees.

Voting information

Record Date. The record date for the Annual Meeting is the close of business on January 5, 2024. On the record date, there were 1,132,219,700 shares of our common stock outstanding and there were no outstanding shares of any other class of stock.

Quorum Requirement. The presence, in person or by proxy, of holders of a majority of the outstanding shares of our capital stock is required to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions are counted for the purposes of determining quorum at the Annual Meeting. “Broker non-votes” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client on that matter) will not be counted for the purpose of determining whether a quorum is present and will not be considered votes cast on the proposals to be considered at the Annual Meeting.

Deadline for Voting. Please carefully note any voting deadline indicated on your WHITE proxy card or WHITE voting instruction form, as voting deadlines may vary depending on how you hold your shares. If you have timely pre-registered, you may attend the virtual meeting and vote your shares by ballot at the Annual Meeting before the closing of the polls (see “Attendance and Voting at the Annual Meeting” above).

Voting Your Proxy. Shareholders are entitled to cast one vote per share on all matters. The board urges you to use the WHITE proxy card or WHITE voting instruction form, as applicable, to vote “FOR” only each of our board’s 11 director nominees and otherwise in accordance with the board’s recommendations. If you are a registered holder and properly sign and return your WHITE proxy card or complete your proxy via Internet or telephone, your shares will be voted as you direct. If you are a beneficial holder and properly mark, sign, and return your WHITE voting instruction form or complete your proxy via Internet or telephone, your shares will be voted as you direct your bank or broker.

You may mark “FOR” with respect to up to only 11 nominees in total. If you vote for more than 11 nominees in total your vote regarding the election of directors will be invalidated and your vote on that matter will not be counted. You are permitted to vote for fewer than 11 nominees. If you timely and validly sign and return a WHITE proxy card or WHITE voting instruction form but do not specify how you want your shares voted with respect to Proposal 1 or any of the other proposals (and the proxy is not revoked), your shares will be voted in line with the “Board Recommendation” as shown in the table below with respect to the proposal(s) for which you have not voted.

Proxies Submitted with More than 11 Director Nominees Chosen. If you are a registered holder and you vote “FOR” more than 11 nominees on your WHITE proxy card, your vote regarding the election of directors will be invalid and will not be counted. If you are a beneficial holder (that is, your shares are held in the name of a broker, bank, or other holder of record) and you vote “FOR” more than 11 nominees on your WHITE voting instruction form, your votes on the election of directors will be invalid and will not be counted. In addition, depending on the bank or broker through which you hold your shares, your vote regarding all the other proposals may also be invalid and may not be counted. Please carefully review the instructions provided by your bank or broker.

Proxies Submitted with Fewer than 11 Director Nominees Chosen. If you are a registered holder and you vote “FOR” fewer than eleven nominees on your WHITE proxy card, your shares will only be voted “FOR” any nominee(s) you have marked. If you are a beneficial holder and you vote “FOR” fewer than 11 nominees on your WHITE voting instruction form, your shares will only be voted “FOR” any nominee(s) you have marked. Please carefully review the instructions provided by your bank or broker.

Revoking Your Proxy. If you are a registered shareholder, you may revoke or change your proxy at any time before it is exercised at the Annual Meeting by: (i) executing and delivering a later-dated proxy card to our corporate secretary before the Annual Meeting; (ii) delivering written notice of revocation of the proxy to our corporate secretary before the Annual Meeting; or (iii) attending and voting at the Annual Meeting. Attendance at the Annual Meeting, in and of itself, will not revoke your proxy. If you voted by telephone or the Internet and wish to change your vote, you may call the toll-free number

or access the voting website indicated on your WHITE proxy card, or sign, date, and return the WHITE proxy card in the postage-paid-envelope provided, and vote again in the way you desire. If you are a beneficial holder, you should follow the voting instructions you receive from the holder of record to revoke your proxy or change your vote.

If you have already voted using a blue proxy card, you can revoke that proxy any time before it is exercised at the Annual Meeting by (i) following the instructions on your WHITE proxy card or WHITE voting instruction form to vote by Internet or telephone; (ii) marking, dating, signing, and returning your WHITE proxy card or WHITE voting instruction form in the postage-paid envelope provided; or (iii) voting at the Annual Meeting. Only your latest dated, executed proxy that you submit will be counted.

Broker Voting. If you hold your shares in the name of your broker, bank, or other holder of record, your shares are held in “street name.” Applicable SEC and stock exchange regulations severely limit the matters your broker may vote on without having been instructed to do so by you, including as they relate to the election of directors, ratification of accountants (in a contested election), compensation matters, and shareholder proposals. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 29, 2024 (Proposal 3) is normally considered “routine” under applicable stock exchange rules and would normally be the only proposal on this year’s annual meeting agenda with respect to which your broker could vote your shares absent your instructions. However, to the extent your broker provides you with the SOC Group’s proxy materials, it will not have discretion to vote on “routine matters,” including Proposal 3. In such circumstances, if you do not instruct your broker on how to vote your shares regarding the election of directors (Proposal 1), the advisory vote on compensation matters (Proposal 2), the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 29, 2024 (Proposal 3), or the shareholder proposals (Proposals 4 through 6), then your shares may not be voted on these matters. We urge you to instruct your broker about how you wish your shares to be voted using the WHITE voting instruction form.

Results of Voting. Given that we expect the Annual Meeting to be contested, we will publicly disclose preliminary results of voting at the Annual Meeting based on the preliminary report of the independent inspector of elections on a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting, and final results as certified by the independent inspector of elections as soon as practicable thereafter.

As discussed under “Our Director Nomination Process”, the Nominating/Governance Committee and our full board regularly reviews and assesses its composition to determine whether its members have the right mix of experience, qualifications, skills, and other attributes. The Nominating/Governance Committee believes that board refreshment is critical as Starbucks evolves its mission statement, promises, and values and amplifies its execution against its long-term growth strategy, Triple Shot Reinvention with Two Pumps Plan. In furtherance of ongoing board refreshment, the Nominating/Governance Committee engages in discussions with qualified candidates to serve on the board. The board is committed to ensuring that it remains composed of directors who are equipped to oversee the success of the business, striving to maintain an appropriate balance of diversity, skills, and tenure in its composition. Additionally, the board has added Laxman Narasimhan, Beth Ford, and Wei Zhang as directors in fiscal year 2023 Neal Mohan, Daniel Servitje, and Mike Sievert and intends to increase its gender diversity over the next few years.

As described under “Background of the Solicitation” above, based upon Starbucks criteria for nominations of directors to the board and the unanimous recommendation of the Nominating/Governance Committee, the board unanimously determined to nominate Ritch Allison Andrew Campion, Beth Ford, Mellody Hobson, Jørgen Vig Knudstorp, Neal Mohan, Satya Nadella, Laxman Narasimhan, Daniel Servitje, Mike Sievert, and Wei Zhang to serve until the 2025 Annual Meeting or until their respective successors have been elected and qualified. See the section of this proxy statement titled “Corporate Governance and Board Matters — The Board of Directors” on page 20 for more information about the experience, qualifications, skills, and other attributes that caused the board to determine that its nominees should serve as directors.

As described previously, the SOC Group has notified Starbucks of its intent to nominate three nominees — Maria Echaveste, Hon. Joshua Gotbaum, and Wilma B. Liebman — for election as directors at the Annual Meeting in opposition to the nominees recommended by our board. On this basis, under our bylaws the board has affirmatively determined that there is a bona fide election contest with respect to the Annual Meeting and, therefore, there is a contested election at the Annual Meeting. Due to such contested election, all director nominees will be elected by a plurality of votes cast and the 11 nominees who receive the greatest number of votes will be elected to our board at the Annual Metting. Any shares not voted “FOR” a particular director nominee as a result of a “WITHHOLD” vote or a broker non-vote (as described under “Information about Voting — Voting Information”) will not be counted in that director nominee’s favor and will not otherwise affect the outcome of the election (except to the extent they otherwise reduce the number of shares voted “FOR” such director nominee).

The board does NOT endorse the SOC Group’s nominees and unanimously recommends that you use the WHITE proxy card to vote “FOR” only each of the nominees proposed by the board (Ritch Allison, Andrew Campion, Beth Ford, Mellody Hobson, Jørgen Vig Knudstorp, Neal Mohan, Satya Nadella, Laxman Narasimhan, Daniel Servitje, Mike Sievert, and Wei Zhang). The board strongly urges you to disregard any materials sent to you by the SOC Group, including any blue proxy card, and NOT to vote using any blue proxy card that may be sent to you by the SOC Group. If you have already voted using a blue proxy card sent to you by the SOC Group, you have every right to change your vote and we strongly urge you to revoke that proxy by voting in favor of the board’s nominees by using the WHITE proxy card to vote by Internet, telephone, or by marking, dating, signing, and returning the enclosed WHITE proxy card in the postage-paid envelope provided. Only the latest dated, validly executed proxy that you submit will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, at [****] (toll-free from the U.S. and Canada) or +[****] from other countries.

In the event that the SOC Group withdraws its nominees, abandons its solicitation, or fails to comply with the universal proxy rules after a shareholder has already granted proxy authority, shareholders can still use a WHITE proxy card to submit a later-dated vote by Internet, telephone, or mail. In the event that the SOC Group withdraws its nominees, abandons its solicitation, or fails to comply with the universal proxy rules, any votes cast in favor of the SOC Group’s candidate will be disregarded and not be counted, whether such vote is provided on Starbucks WHITE proxy card or the SOC Group’s blue proxy card.

Although Starbucks is required to include all nominees for election on its universal proxy card, for additional information regarding the SOC Group Nominees and any other related information, please refer to the SOC Group’s proxy statement, which is accessible without cost at www.sec.gov. You may receive solicitation materials from the SOC Group, including proxy statements and blue proxy cards. Starbucks is not responsible for the accuracy or completeness of any information provided by or relating to the SOC Group or its nominees contained in solicitation materials filed or disseminated by or on behalf of the SOC Group or any other statements the SOC Group may make.

All director nominees have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. Our board does not anticipate that any of our director nominees will be unable to serve as a director. If, at the time of the Annual Meeting, any nominee is unable to serve or for good cause will not serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the board, unless the board chooses to reduce its own size.

STARBUCKS BOARD OF DIRECTORS

We believe that our directors should have a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in board activities, and other attributes discussed below under the header “Our Director Nomination Process” on page 42. We also endeavor to have a board that represents a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the board’s oversight of the Company’s global activities. Some of these critical qualifications and skills are summarized below:

Experience/Qualifications/Skills/Attributes

Skills and Experience

BRD

Brand Marketing Experience: We seek directors with brand marketing experience because of the importance of image and reputation in the specialty coffee business, and our objective of maintaining Starbucks standing as a brand.

•

•

•

•

•

•

•

•

•

CSR

Corporate Social Responsibility Experience: We believe that directors who have experience in advocating for gender and racial equality, human rights, and effective corporate citizenship ensure that Starbucks continues to advance social justice, diversity, and inclusivity.

•

•

•

•

•

•

•

ENV

Environmental/Climate Change Experience: We value directors with experience in environmental and climate change topics who strengthen the board’s oversight and ensure that we pursue a sustainable and responsible business model as part of our efforts to advance our strategic business imperatives and create long-term value for shareholders.

•

•

•

•

•

•

FIN

Financial/Capital Allocation Experience: As a large public company, Starbucks is committed to strong financial discipline, effective allocation of capital, an appropriate capital structure, risk management, legal, and regulatory compliance, and accurate disclosure practices. We believe that directors who have senior financial leadership experience at large global organizations and financial institutions, and directors who are experienced allocators of capital are instrumental to Starbucks success.

•

•

•

•

•

•

•

DIV

Gender, Ethnic, or National Diversity: We value representation of gender, ethnic, geographic, cultural, and other perspectives that expand the board’s understanding of the needs and viewpoints of our customers, partners, governments, and other stakeholders worldwide.

•

•

•

•

•

•

•

•

GOV

Governmental & Public Policy Experience: We seek directors with domestic and international experience in corporate responsibility, sustainability, and public policy to help us address significant public policy issues, adapt to different business and regulatory environments, and facilitate our work with various governmental entities and non-governmental organizations all over the world. This experience is particularly relevant during times of increased volatility in global politics and economics.

•

•

•

HCM

Human Capital Management Experience: At Starbucks, our people are one of our most valuable assets. We value directors with experience managing and developing values and culture in a large global workforce so that we can continue to execute on our mission to focus on the limitless possibilities of human connection.

•

•

•

•

•

•

•

•

IND

Industry Experience: As the premier roaster, marketer, and retailer of specialty coffee in the world, we seek directors who have knowledge of and experience in the consumer products, retail, and food and beverage industries, which is useful in understanding our product development, retail, and licensing operations.

•

•

•

•

•

•

•

INT

International Operations & Distribution Experience: Starbucks has a strong global presence with over 38,000 stores in 86 markets around the globe. Accordingly, we value international operations and distribution experience, especially as we continue to expand globally and develop new channels of distribution.

•

•

•

•

•

•

•

•

•

PUB

Public Company Board Experience: Directors who have served on other public company boards can offer advice and perspective with respect to board dynamics and operations, relations between the board and Starbucks management, corporate governance, executive compensation, risk management, oversight, and relations with shareholders.

•

•

•

•

•

•

•

•

•

•

•

SNR

Senior Leadership Experience: We believe it is important for our directors to have served in senior leadership roles at other organizations because that experience demonstrates strong abilities to motivate and manage others, to identify and develop leadership qualities in others, and to manage organizations. Starbucks global scale and complexity requires aligning multiple areas of operations, including marketing, merchandising, supply chain, human resources, real estate, and technology. Directors with senior leadership experience are uniquely positioned to contribute practical insight into business strategy and operations and to support the achievement of strategic priorities and objectives.

•

•

•

•

•

•

•

•

•

•

•

TEC

Technology Experience: Our business has become increasingly complex as we have enhanced our offerings, expanded our global footprint, and increased online customer ordering capabilities. This increased complexity requires a sophisticated level of technology resources and infrastructure as well as technological expertise. And, as a consumer retail company, we seek directors who have digital and social media experience, which can provide insight and perspective with respect to our various business functions.

•

•

•

•

•

•

Board diversity matrix as of January 5, 2024

The table below summarizes certain self-identified demographic attributes of our current directors, to the extent disclosed to us by such directors.

Nominees

Set forth below is certain information furnished to us by the director nominees. There are no family relationships among any of our current directors or executive officers.