SBUXStarbucks

Related person transactions since the beginning of fiscal year 2024

“Mr. Narasimhan previously was party to a similar time-sharing agreement with Starbucks that applied to all of his personal non-commuting travel. Mr. Narasimhan paid Starbucks $0 pursuant to his time-sharing agreement. Mr. Narasimhan’s time sharing agreement terminated when he left the Company.”

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Review and approval of related person transactions

“Under the Audit Committee’s charter, and consistent with Nasdaq rules, any material potential or actual conflict of interest or transaction between Starbucks and any “related person” of Starbucks must be reviewed and approved or ratified by the Audit Committee. SEC rules define a “related person” of Starbucks as any Starbucks director (or nominee), executive officer, 5%-or-greater shareholder, or an immediate family member of any of such persons.”

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Review and approval of related person transactions

“Our board of directors has adopted a written Policy for the Review and Approval of Related Person Transactions Required to Be Disclosed in Proxy Statements, which states that Starbucks generally will not participate in “related person” transactions. In select circumstances, if the transaction provides Starbucks with a demonstrable and significant strategic benefit that is in the best interests of Starbucks and its shareholders and has terms that are competitive with terms available from unaffiliated third parties, then the Audit Committee may approve the transaction. The policy also provides that any “related person” must notify the chair of the Audit Committee before becoming a party to, or engaging in, a potential related person transaction that may require disclosure in our proxy statement under SEC rules, or if prior approval is not practicable, must provide such notice as soon as possible after engaging in the transaction. Based on current SEC rules, transactions covered by the policy include:”

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Review and approval of related person transactions

“any individual or series of related transactions, arrangements, or relationships (including, but not limited to, indebtedness or guarantees of indebtedness), whether actual or proposed;”

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Review and approval of related person transactions

“the amount involved exceeds $120,000; and • in which a related person has or will have a direct or indirect material interest.”

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Review and approval of related person transactions

“Whether a related person has a direct or indirect material interest in a particular transaction for these purposes depends on the significance of the information to investors in light of all the circumstances of a particular case. The importance of the interest to the person having the interest, the relationship of the related person to the transaction, and with each other, and the amount involved in the transaction are among the factors to be considered in determining the significance of the information to investors.”

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Review and approval of related person transactions

“The chair of the Audit Committee has the discretion to determine whether a transaction is or may be covered by the policy. If the chair determines that a transaction is covered by the policy, then the transaction is subject to full Audit Committee review and approval. The Audit Committee’s decision is final and binding. Additionally, the chair of the Audit Committee has discretion to approve, disapprove, or seek full Audit Committee review of any immaterial transaction involving a related person (i.e. a transaction not otherwise required to be disclosed in the proxy statement).”

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Review and approval of related person transactions

“In evaluating potential related person transactions, the Audit Committee looks to SEC and Nasdaq rules, including the impact of a transaction on the independence of any director. Once the Audit Committee has determined that (i) the potential related person transaction will provide Starbucks with a demonstrable and significant strategic benefit that is in the best interests of Starbucks and its shareholders and (ii) that the terms of the potential related person transaction are competitive with terms available from unaffiliated third parties, the Audit Committee may consider other factors such as:”

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Review and approval of related person transactions

“whether the transaction is likely to have any significant negative effect on Starbucks, the related person, or any Starbucks partner;”

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Review and approval of related person transactions

“whether the transaction can be effectively managed by Starbucks despite the related person’s interest in it;”

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Review and approval of related person transactions

“whether the transaction would be in the ordinary course of our business; and • the availability of alternative products or services at comparable prices.”

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Related person transactions since the beginning of fiscal year 2025

“The following are the only transactions or series of similar transactions to which we were or will be a party in fiscal year 2025 that meet the definition of “related person transaction” other than equity and other compensation, termination, change of control, and similar arrangements, which are described under “Executive Compensation.””

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Related person transactions since the beginning of fiscal year 2025

“Mr. Niccol entered into an amended and restated time-sharing agreement with Starbucks so that he could continue to reimburse Starbucks for his personal use of Starbucks aircraft in accordance with Starbucks Corporate Aircraft Use Policy. Specifically, prior to September 2025, he reimbursed for his personal non-commuting usage once such usage reached $250,000 per year. In September 2025, the board approved replacing such annual limit (and, accordingly, any requirements for reimbursement) with a more frequent quarterly review of Mr. Niccol’s personal flights by the chair of the Compensation Committee and the board’s lead independent director. This change was driven by the security study’s recommendation that Mr. Niccol use Company aircraft for all air travel, including personal travel, and the Company’s ongoing monitoring of Mr. Niccol’s security situation. For any flights that are reimbursed under the time-sharing agreement, Mr. Niccol reimburses Starbucks for the aggregate incremental cost incurred by Starbucks in providing for his personal non-commuting travel up to the maximum amount of reimbursement permitted under applicable Federal Aviation Administration (“FAA”) regulations. Such “aggregate incremental cost” includes direct operating costs (such as fuel, landing fees, customs fees, foreign permit or similar fees, hangar expenses away from the aircraft’s home base, catering, flight crew travel expenses, flight planning and weather services, trip-related maintenance, and flight-specific insurance) for the personal travel and for any “deadhead” positioning related to personal travel. In fiscal year 2025, Mr. Niccol paid Starbucks $0 pursuant to his time-sharing agreement.”

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