The charts below compare certain fiscal 2013 financial results that were used in determining fiscal 2013 payouts under our Executive Management Bonus Plan (“EMBP”) to fiscal 2012 and fiscal 2011 results.¹ Note that these financial measures differ from the comparable GAAP measures reported in our financial statements, as the measures below are adjusted to exclude the impact of certain non-recurring items in accordance with the terms of our EMBP. Because

the performance period under our performance RSUs was lengthened from one year to two years in fiscal 2013, fiscal 2013 results did not impact the number of RSUs earned under any of our previously-awarded performance RSU grants. With respect to the performance RSUs granted in fiscal 2013, the number of RSUs earned will be determined based on fiscal 2014 adjusted earnings per share (“EPS”) and return on invested capital (“ROIC”) goals.

Our executive compensation program is designed to achieve the following key objectives:

• Enable the attraction and retention of top talent by competing effectively for the highest quality people who will determine our long-term success;

• Pay for performance through aligning compensation with the achievement of both short-term and long-term financial objectives that build shareholder value; and
   
• Be true to our values by supporting our mission statement and guiding principles.

We are making this proxy statement available to you on or about January 24, 2014 in connection with the solicitation of proxies by our board of directors for the Starbucks Corporation 2014 Annual Meeting of Shareholders. At Starbucks and in this proxy statement, we refer to our employees as “partners.” Also in this proxy statement we sometimes refer to Starbucks as the “Company,” “we” or “us,” and to the 2014 Annual Meeting of Shareholders as

the “annual meeting.” When we refer to the Company’s fiscal year, we mean the annual period ending on the Sunday closest to September 30 of the stated year. Information in this proxy statement for 2013 generally refers to our 2013 fiscal year, which was from October 1, 2012 through September 29, 2013 (“fiscal 2013”). Fiscal years 2013, 2012 and 2011 each included 52 weeks.

Record Date. The record date for the annual meeting is January 9, 2014. On the record date, there were 756,184,151 shares of our common stock outstanding and there were no outstanding shares of any other class of stock.

Voting Your Proxy. Holders of shares of common stock are entitled to cast one vote per share on all matters. Proxies will be voted as instructed by the shareholder or shareholders granting the proxy. Unless contrary instructions are specified, if the proxy is completed and submitted (and not revoked) prior to the annual meeting, the shares of Starbucks common stock represented by the proxy will be voted: (i) FOR the election of each of the twelve director candidates nominated by the board of directors; (ii) FOR approval of the advisory resolution on our executive compensation; (iii) FOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 28, 2014 (“fiscal 2014”); (iv) AGAINST the shareholder proposal to prohibit political spending; (v) AGAINST the shareholder proposal to require an independent board chairman and (vi) in accordance with the best judgment of the named proxies on any other matters properly brought before the annual meeting.

Revoking Your Proxy. If you are a registered shareholder (meaning, a shareholder who holds share certificates issued in his or her name and therefore appears on the share register) and have executed a proxy, you may revoke or change your proxy at any time before it is exercised by (i) executing and delivering a later-dated proxy card to our corporate secretary prior to the annual meeting; (ii) delivering written notice of revocation of the proxy to our corporate secretary prior to the annual meeting; or (iii) attending and voting in person at the annual meeting. Attendance at the annual meeting, in and of itself, will not constitute a revocation of a proxy. If you voted by telephone or the Internet and wish to change your vote, you may

call the toll-free number or go to the Internet site, as may be applicable in the case of your earlier vote, and follow the directions for revoking or changing your vote. If your shares are held in the name of a broker, bank or other holder of record, you should follow the voting instructions you receive from the holder of record to revoke or change your vote.

Vote Required. The presence, in person or by proxy, of holders of a majority of the outstanding shares of Starbucks common stock is required to constitute a quorum for the transaction of business at the annual meeting. Abstentions and “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) are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the annual meeting.

We have adopted majority voting procedures for the election of directors in uncontested elections. If a quorum is present, a nominee for election to a position on the board of directors will be elected as a director if the votes cast for the nominee exceed the votes cast against the nominee. The term of any incumbent director who does not receive a majority of votes cast in an election held under the majority voting standard terminates on the earliest to occur of (i) 90 days from the date on which the voting results of the election are certified; (ii) the date the board of directors fills the position; or (iii) the date the director resigns. If a quorum is present, approval of the advisory resolution on executive compensation, ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm and approval of the shareholder proposals, and any other matters that properly come before the meeting, require that the votes cast in favor of such actions exceed the votes cast against such actions. The following will not be considered votes cast and will not count towards the election of any director nominee or approval of the other

proposals: (i) broker non-votes; (ii) a share whose ballot is marked as abstain; (iii) a share otherwise present at the annual meeting but for which there is an abstention; and (iv) a share otherwise present at the annual meeting as to which a shareholder gives no authority or direction.

Unless you provide voting instructions to any broker holding shares on your behalf, your broker may not use discretionary authority to vote your shares on any of the matters to be considered at the annual meeting other than the ratification of our independent registered public accounting firm. Please vote your proxy so your vote can be counted. Proxies and ballots will be received and tabulated by Broadridge Financial Services, our inspector of elections for the annual meeting.

Our board of directors currently has twelve members. Under our bylaws, the number of directors may be changed at any time by a resolution of the board of directors. Each of the twelve current directors was elected at the 2013 annual meeting, upon the recommendation of the Nominating and Corporate Governance Committee (the “Nominating/Governance Committee”). The terms of all the directors expire upon the election and qualification of the directors to be elected at the 2014 Annual Meeting of Shareholders. The board of directors has nominated all twelve of the current directors for election at the annual meeting, to serve until the 2015 Annual Meeting of Shareholders and until their respective successors have been elected and qualified.

Unless otherwise directed, the persons named in the proxy intend to vote all proxies FOR the election of the nominees, as listed below, each of whom has consented to serve as a director if elected. If, at the time of the annual meeting, any nominee is unable or declines 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 of directors, unless the board chooses to reduce its own size. The board of directors has no reason to believe that any of the nominees will be unable or will decline to serve if elected. Proxies cannot be voted for more than twelve persons since that is the total number of 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. None of the corporations or other organizations referenced in the biographical information below is a parent, subsidiary or other affiliate of Starbucks.

We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in board activities and other traits discussed below in “Our Director Nominations Process.” We also endeavor to have a board representing a range of skills and depth of experience in areas that are relevant to and contribute to the board’s oversight of the Company’s global activities. Following the biographical information for each director nominee, we describe the key experience, qualifications and skills our directors bring to the board that, for reasons discussed below, are important in light of Starbucks businesses and structure. The board considered these experiences, qualifications and skills and the directors’ other qualifications in determining to recommend that the directors be nominated for election.

• Food and beverage industry experience. As the premier roaster and retailer of specialty coffee in the world, we seek directors who have knowledge of and experience in the food and beverage industry, which is useful in understanding the products that we develop and our licensing operations.
   
• Consumer products and foodservice experience. We seek directors with expertise in consumer products and foodservice as we continue to increase our focus on expanding our channel development business on a global scale.
   
• Brand marketing experience. Brand marketing experience is important for our directors to have because of the importance of image and reputation in the specialty coffee business and our objective to maintain Starbucks standing as one of the most recognized and respected brands in the world.
   
• International operations and distribution experience. Starbucks has a strong global presence with operations in 63 countries around the world (as of the date of this proxy statement) and approximately 45,000 partners (employees) employed outside the U.S. as of the end of fiscal 2013. Accordingly, international operations and distribution experience is important for our directors to have, especially as we continue to expand globally and develop new channels of distribution.
   
• Domestic and international public policy experience. We believe that it is important for our directors to have domestic and international public policy experience in order to help us address significant public policy issues, adapt to different business and regulatory environments and facilitate our work with governments all over the world.
   
• Digital and social media experience. As a consumer retail company, it is important for our directors to have digital and social media experience which can provide insight and perspective with respect to our marketing, sales and customer service functions.
   
• 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 and other matters, including corporate governance, executive compensation and oversight of strategic, operational and compliance-related matters.
   
• Senior leadership experience. We believe that it is important for our directors to have served in senior leadership roles at other organizations, which demonstrates strong abilities to motivate and manage others, to identify and develop leadership qualities in others and to manage organizations.

NOMINEES

HOWARD SCHULTZ, 60, is the founder of Starbucks Corporation and serves as our chairman, president and chief executive officer. Mr. Schultz has served as chairman of the board of directors since our inception in 1985, and in January 2008, he reassumed the role of president and chief executive officer. From June 2000 to February 2005, Mr. Schultz also held the title of chief global strategist. From November 1985 to June 2000, he served as chairman of the board and chief executive officer. From November 1985 to June 1994, Mr. Schultz also served as president. From January 1986 to July 1987, Mr. Schultz was the chairman of the board, chief executive officer and president of Il Giornale Coffee Company, a predecessor to the Company. From September 1982 to December 1985, Mr. Schultz was the director of retail operations and marketing for Starbucks Coffee Company, a predecessor to the Company.

WILLIAM W. BRADLEY, 70, has been a Starbucks director since June 2003. Since 2000, Senator Bradley has been a Managing Director of Allen & Company LLC, an investment banking firm. From 2001 until 2004, he acted as Chief Outside Advisor to McKinsey & Company’s non-profit practice. In 2000, Senator Bradley was a candidate for the Democratic nomination for President of the United States. He served as a Senior Advisor and Vice Chairman of the International Council of JP Morgan & Co. from 1997 through 1999. During that time, Senator Bradley also worked as an essayist for CBS Evening News, and as a Visiting Professor at Stanford University, the University of Notre Dame and the University of Maryland. Senator Bradley served in the U.S. Senate from 1979 until 1997, representing the State of New Jersey. Prior to serving in the U.S. Senate, he was an Olympic gold medalist in 1964, and from 1967 through 1977 he played professional basketball for the New York Knicks, during which time they won two world championships. Senator Bradley previously served on the Boards of Directors of Seagate Technology and Willis Group Holdings Limited and currently serves on the Board of Directors of QuinStreet, Inc.

ROBERT M. GATES, 70, has been a Starbucks director since May 2012. Secretary Gates served in numerous roles in the Executive Branch of the U.S. government for nearly half a century, culminating as Secretary of Defense from December 2006 to June 2011. In September 2011, Secretary Gates was named Chancellor of the College of William & Mary. From August 2002 to December 2006, he served as president of Texas A&M University. Secretary Gates has previously been a member of the Board of Directors of several companies, including Brinker International, Inc., NACCO Industries, Inc., Parker Drilling Company and the Board of Independent Trustees of the Fidelity Funds.

MELLODY HOBSON, 44, has been a Starbucks director since February 2005. Ms. Hobson has served as the President and a Director of Ariel Investments, LLC, a Chicago-based investment management firm since 2000, and as the Chairman since 2006 and a Trustee since 1993 of the mutual funds it manages. She previously served as Senior Vice President and Director of Marketing at Ariel Capital Management, Inc. from 1994 to 2000, and as Vice President of Marketing at Ariel Capital Management, Inc. from 1991 to 1994. Ms. Hobson works with a variety of civic and professional institutions, including serving as a Board Member of the Chicago Public Education Fund and as Chairman of After School Matters, which provides Chicago teens with high quality out-of-school time programs. Ms. Hobson also serves on the Boards of Directors of DreamWorks Animation SKG, Inc., where she was named Chairman of the Board in 2012, The Estee Lauder Companies, Inc. and Groupon, Inc. Additionally, she is on the Board of Governors of the Investment Company Institute.

KEVIN R. JOHNSON, 53, has been a Starbucks director since March 2009. Mr. Johnson served as the Chief Executive Officer of Juniper Networks, Inc., a leading provider of high-performance networking products and services, from September 2008 to December 2013. Mr. Johnson continues to serve on the Board of Directors of Juniper Networks. Prior to joining Juniper Networks, Mr. Johnson served as President, Platforms and Services Division for Microsoft Corporation, a worldwide provider of software, services and solutions. Mr. Johnson was a member of Microsoft’s Senior Leadership Team and held a number of senior executive positions over the course of his 16 years at Microsoft. Prior to joining Microsoft in 1992, Mr. Johnson worked in International Business Machine Corp.’s systems integration and consulting business.

OLDEN LEE, 72, has been a Starbucks director since June 2003. Mr. Lee also served as our interim executive vice president, Partner Resources from April 2009 to March 2010. Mr. Lee previously worked with PepsiCo, Inc., a global food, snack and beverage company, for 28 years in a variety of positions, including serving as Senior Vice President of human resources of its Taco Bell division and Senior Vice President and Chief Personnel Officer of its KFC division. Mr. Lee retired from PepsiCo in 1998. Since 1998, Mr. Lee has served as Principal of Lee Management Consulting, a management consulting firm he founded. Mr. Lee previously served on the Board of Directors of TLC Vision Corporation.

JOSHUA COOPER RAMO, 45, has been a Starbucks director since May 2011. Mr. Ramo is Vice Chairman of Kissinger Associates, a strategic advisory firm where he has been employed since 2005. He was previously the Managing Partner and a senior advisor for the Office of John L. Thornton, a corporate advisory specialist and an advisor to Goldman Sachs, from 2003 to 2005. Mr. Ramo spent his early career as a journalist, most recently with TIME magazine, from 1996 to 2003 serving as Senior Editor and Foreign Editor. He is a leading China scholar and has written several papers on China’s development that have been distributed in China and abroad. In 2008, Mr. Ramo served as China Analyst for NBC during the Summer Olympics in Beijing. He is the author of the New York Times best-selling book, The Age of the Unthinkable. Mr. Ramo has been a term member of the Council on Foreign Relations, Asia 21 Leaders Program, World Economic Forum’s Young Global Leaders and Global Leaders for Tomorrow, and co-founder of the U.S. - China Young Leaders Forum. He also serves on the Board of Directors and Audit Committee of FedEx Corporation.

JAMES G. SHENNAN, JR., 72, has been a Starbucks director since March 1990. Mr. Shennan served as a General Partner of Trinity Ventures, a venture capital organization, from September 1989 to July 2005, when he became General Partner Emeritus. Prior to joining Trinity Ventures, he served as the Chief Executive of Addison Consultants, Inc., an international marketing services firm, and two of its predecessor companies. Mr. Shennan also served on the Board of Directors of P.F. Chang’s China Bistro, Inc.

CLARA SHIH, 32, has been a Starbucks director since December 2011. Ms. Shih is Chief Executive Officer and a Board Member of Hearsay Social, Inc., an enterprise software company serving Fortune 500 brands that she co-founded in August 2009. From June 2006 to June 2009, she served as Product Management Director, AppExchange of salesforce.com, inc., an enterprise software company. From 2004 to 2006, she served as Associate, Strategy and Business Operations for Google, Inc. Previously, Ms. Shih was a software engineer at Microsoft Corporation. Ms. Shih, the creator of the first business application on Facebook, is the author of The Facebook Era, a marketing textbook at Harvard Business School. In 2011, she was named one of Businessweek’s Top Young Entrepreneurs, one of Fortune’s Most Powerful Women Entrepreneurs and one of CNN Money’s “40 under 40: Ones to Watch.”

JAVIER G. TERUEL, 63, has been a Starbucks director since September 2005. Mr. Teruel served as Vice Chairman of Colgate-Palmolive Company, a consumer products company, from July 2004 to April 2007, when he retired. Prior to being appointed Vice Chairman, Mr. Teruel served as Colgate-Palmolive’s Executive Vice President responsible for Asia, Central Europe, Africa and Hill’s Pet Nutrition. After joining Colgate in Mexico in 1971, Mr. Teruel served as Vice President of Body Care in Global Business Development in New York and President and General Manager of Colgate-Mexico. He also served as President of Colgate-Europe, and as Chief Growth Officer responsible for the company’s growth functions. Mr. Teruel currently serves as a Partner of Spectron Desarrollo, SC, an impact investment and consulting firm and as Chairman of Alta Growth Capital, a private equity firm. He previously served on the Boards of Directors of The Pepsi Bottling Group, Inc. and Corporaciòn Geo S.A.B. de C.V. He currently serves on the Boards of Directors of J.C. Penney Company, Inc. and the Nielsen Company B.V.

MYRON E. ULLMAN, III, 67, has been a Starbucks director since January 2003. Mr. Ullman has served as Chief Executive Officer and a member of the board of directors of J.C. Penney Company, Inc., a chain of retail department stores, since April 2013. Mr. Ullman previously served as Executive Chairman of J.C. Penney Company, Inc., from November 2011 to January 2012, and as the Chairman of the Board of Directors and Chief Executive Officer from December 2004 to November 2011. Mr. Ullman served as Directeur General, Group Managing Director of LVMH Möet Hennessy Louis Vuitton, a luxury goods manufacturer and retailer, from July 1999 to January 2002. From January 1995 to June 1999, he served as Chairman and Chief Executive Officer of DFS Group Limited, a retailer of luxury branded merchandise. From 1992 to 1995, Mr. Ullman served as Chairman and Chief Executive Officer of R.H. Macy & Co., Inc. Mr. Ullman previously served on the Boards of Directors for Ralph Lauren Corporation, Taubman Centers, Saks, Inc. and Pzena Investment Managechament, Inc. He currently serves as the Chairman of the Federal Reserve Bank of Dallas.

CRAIG E. WEATHERUP, 68, has been a Starbucks director since February 1999. Mr. Weatherup worked with PepsiCo, Inc. for 24 years and served as Chief Executive Officer of its worldwide Pepsi-Cola business and President of PepsiCo, Inc., retiring in 1999. He also led the initial public offering of The Pepsi Bottling Group, Inc., where he served as Chairman and Chief Executive Officer from March 1999 to January 2003. Mr. Weatherup also serves on the Board of Directors of Macy’s, Inc.

The board of directors is responsible for overseeing the exercise of corporate power and seeing that Starbucks business and affairs are managed to meet the Company’s stated goals and objectives and that the long-term interests of the shareholders are served.

Howard Schultz currently serves as the chairman of the board and our president, as well as our chief executive officer. The independent directors of the board elected Craig Weatherup, a non-employee independent director, to serve as the presiding (lead) independent director pursuant to our Corporate Governance Principles and Practices. Mr. Weatherup’s term as presiding independent director began at the first board meeting immediately following the Company’s 2012 Annual Meeting of Shareholders. The presiding independent director is limited to two consecutive two-year terms, so Mr. Weatherup is eligible to be selected again in March 2014 to serve a second two-year term as presiding independent director.

Our board leadership structure supports the independence of our non-management directors. The independent directors meet in an executive session at each board meeting, and each of the standing board committees (discussed below) is comprised solely of and led by independent directors. The presiding independent director presides at the scheduled executive sessions of independent directors as well as all meetings of the Board at which the chairman is not present. The presiding independent director and the chairman each have the authority to call meetings of the independent directors and the entire Board. Pursuant to our Corporate Governance

Principles and Practices, the duties of the presiding independent director also include:

• serving as a liaison between the independent directors and the chairman of the board;
   
• approving the scheduling of board meetings, as well as the agenda and materials for each board meeting and executive session of the independent directors;
   
• approving and coordinating the retention of advisors and consultants to the board; and
   
• such other responsibilities as the independent directors may designate from time to time.

The board believes that combining the chairman and chief executive officer positions is currently the most effective leadership structure for Starbucks given Mr. Schultz’s in-depth knowledge of Starbucks business and industry and his ability to formulate and implement strategic initiatives. As chief executive officer, Mr. Schultz is also intimately involved in the day-to-day operations of the Company and is thus in a position to elevate the most critical business issues for consideration by the independent directors of the board. In addition, having a combined chairman and chief executive officer enables Starbucks to speak with a unified voice to shareholders, customers and other stakeholders. The board believes that the combination of the chairman and chief executive officer roles as part of a governance structure that includes a presiding independent director, as well as the exercise of key board oversight responsibilities by independent directors, provides an effective balance for the management of the Company in the best interests of Starbucks shareholders.

The board of directors has overall responsibility for risk oversight, including, as part of regular board and committee meetings, general oversight of executives’ management of risks relevant to the Company. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. The involvement of the board of directors in reviewing Starbucks business strategy is an integral aspect of the board’s assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk for the Company.

While the full board has overall responsibility for risk oversight, the board has delegated oversight responsibility related to certain risks to the Audit and Compliance Committee (the “Audit Committee”) and the Compensation and Management Development Committee (the “Compensation Committee”). The Audit Committee is responsible for reviewing the Company’s

risk assessment and risk management policies, as well as discussing the major risk exposures Starbucks faces and the steps management takes to monitor and control such exposures. The Audit Committee receives regular reports from management and from our Chief Compliance Officer on risks facing the Company at its regularly scheduled meetings and other reports as requested by the Audit Committee from time to time. The Compensation Committee is responsible for reviewing and overseeing the management of any potential material risks related to Starbucks compensation policies and practices. The Compensation Committee reviews a summary and assessment of such risks annually and in connection with discussions of various compensation elements and benefits throughout the year.

The board’s role in risk oversight has not had any effect on the board’s leadership structure.

In determining that Mr. Johnson is independent, the board of directors considered his position as an officer and director of a public company from which Starbucks purchased equipment in fiscal 2013, in an amount less than 1% of the annual revenues of such company. In determining that Mr. Lee is independent, the board of directors considered that he previously served, at the request of Starbucks, as

our interim executive vice president, Partner Resources. Mr. Lee served in this interim role for less than a year from April 2009 to March of 2010. The board of directors determined that neither of these relationships constitutes a “related-person transaction” under applicable SEC rules or would interfere with the directors’ exercise of independent judgment in carrying out their responsibilities as directors.

During fiscal 2013, our board of directors had three standing committees: the Audit Committee, the Compensation Committee and the Nominating/Governance Committee. The board of directors makes committee and committee chair assignments annually at its meeting immediately preceding the annual meeting of shareholders, although further changes to committee assignments are made from

time to time as deemed appropriate by the board. The committees operate pursuant to written charters, which are available on our website at www.starbucks.com/about-us/company-information/corporate-governance.

The current composition of each board committee is set forth below.

During fiscal 2013, each director attended at least 75% of all meetings of the board and board committees on which he or she served (held during the period that such director served). Our Corporate Governance Principles and Practices require each board member to attend our annual

meeting of shareholders except for absences due to causes beyond the reasonable control of the director. All of the directors who then served on the board attended our 2013 Annual Meeting of Shareholders.

• oversee our accounting and financial reporting processes, including the review of the Company’s quarterly and annual financial results;
   
• appoint the Company’s independent registered public accounting firm and oversee the relationship; including monitoring the auditor’s independence and reviewing the scope of the auditor’s work, including preapproval of audit and non-audit services;
   
• review the annual audit and quarterly review processes with management and the independent registered public accounting firm;
   
• review management’s assessment of the effectiveness of the Company’s internal controls over financial reporting and the independent registered public accounting firm’s related attestation;

• oversee the Company’s internal audit function, including review of internal audit staffing and approval of the internal audit plan;
   
• review and approve or ratify all related party transactions and potential conflicts of interests that are required to be disclosed in the proxy statement; and
   
• review the Company’s risk assessment and risk management policies.

Each of Ms. Hobson and Messrs. Johnson, Teruel and Weatherup (i) meets the independence criteria prescribed by applicable law and the rules of the SEC for audit committee membership and is an “independent director” as defined by NASDAQ rules; (ii) meets NASDAQ’s financial knowledge and sophistication requirements; and (iii) has been determined by the board of directors to be an “audit committee financial expert” under SEC rules. The “Audit and Compliance Committee Report” describes in more detail the Audit Committee’s responsibilities with regard to our financial statements and its interactions with our independent auditor, Deloitte & Touche LLP.

• conduct an annual review of and recommend to the independent directors of the board for their review and approval the compensation package for the chairman, president and chief executive officer;
   
• conduct an annual review and approve the compensation package for the Company’s executive officers and senior officers (as defined in its charter);
   
• annually review and approve objective performance measures and performance targets for all executive officers and senior officers participating in the annual incentive bonus plan and long-term incentive plans, and certify achievement of performance measures after the measurement period;
   
• approve, modify and administer partner-based equity plans, the Executive Management Bonus Plan and deferred compensation plans;
   
• after consulting with the independent directors, together with the chair of the Nominating/Governance Committee, the chair of the Compensation Committee annually reviews the performance of our chairman, president and chief executive officer and meets with him to share the findings of the review;
   
• annually review and approve our management development and succession planning practices and strategies;
   
• annually review and approve the Company’s peer group companies and review market data;

• provide recommendations to the board of directors on compensation-related proposals to be considered at the Company’s annual meeting, including Say-on-Pay and any related shareholder feedback;
   
• determine management stock ownership guidelines and periodically review ownership levels for compliance; and
   
• annually review a report from management regarding potential material risks, if any, created by the Company’s compensation policies and practices and inform the board of any necessary actions.

Messrs. Johnson, Lee, Shennan, Teruel and Ullman and Ms. Shih served on the Compensation Committee during fiscal 2013. At least annually, the Compensation Committee reviews and approves our executive compensation strategy and principles to confirm that they are aligned with our business strategy and objectives, shareholder interests, desired behaviors and corporate culture.

The Compensation Committee’s charter allows it to delegate its authority to subcommittees of the committee, as may be necessary or appropriate. In March 2010, the Compensation Committee formed a special subcommittee, the Performance Compensation Subcommittee (the “Subcommittee”), which is responsible for establishing, administering, reviewing and approving any award intended to qualify for the “performance-based compensation” exception of Section 162(m) of the Internal Revenue Code (“Section 162(m)”). The Subcommittee may establish, administer, review and approve any compensation or compensatory award as may be requested by the Compensation Committee from time to time. The current composition of the Subcommittee is: Messrs. Johnson, Shennan, Teruel and Ullman and Ms. Shih. Each member of the Subcommittee meets applicable independence requirements as prescribed by NASDAQ, the SEC and the

IRS. Since Mr. Lee was an executive officer of the Company for a period of time, he does not sit on the Subcommittee and does not vote on performance-based compensation. Since March 2010, all decisions related to performance-based compensation were made by the Subcommittee.

In accordance with NASDAQ rules, Mr. Schultz was not present when his compensation was being discussed or approved and did not vote on executive compensation matters, and neither he nor other members of management attended executive sessions of the Compensation Committee.

has directed that F.W. Cook work in cooperation with management as required to gather and review information necessary to carry out its obligations. During fiscal 2013, F.W. Cook did not perform any services for Starbucks other than making recommendations with respect to executive and director compensation under its engagement by the Compensation Committee. Its tasks also included reviewing, validating and providing input on information, programs and recommendations made by management and Towers Watson.

For more information about the Compensation Committee’s activities, see “Compensation Discussion and Analysis” and “Compensation Committee Report.”

In connection with its engagement of F.W. Cook, the Committee considered various factors bearing upon F.W. Cook’s independence including, but not limited to, the amount of fees received by F.W. Cook from Starbucks as a percentage of F.W. Cook’s total revenue, F.W. Cook’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact F.W. Cook’s independence. After reviewing these and other factors, the Committee determined that F.W. Cook was independent and that its engagement did not present any conflicts of interest. F.W. Cook also determined that it was independent from management and confirmed this in a written statement delivered to the Chair of the Committee.

Our board of directors’ involvement in the annual OPP process is outlined in our Corporate Governance Principles and Practices. The Principles provide that each year, the chair of the Compensation Committee, together with the chairman, president and chief executive officer, will review succession plans with the board, and provide the board with

a recommendation as to succession in the event of each senior officer’s termination of employment with Starbucks for any reason (including death or disability).

Our Compensation Committee, pursuant to its charter, annually reviews and discusses with the panel of independent directors of the board the performance of the executive officers and senior officers of the Company and the succession plans for each such officer’s position including recommendations and evaluations of potential successors to fill these positions. The Compensation Committee also conducts an annual review of, and provides approval for, our management development and succession planning practices and strategies.

ceo Succession Planning
Mr. Schultz provides an annual review to the board of directors assessing the members of the Senior Leadership Team and their potential to succeed him. This review, which is developed in consultation with our senior vice president, Global Partner Resources, and the chair of our Compensation Committee, includes a discussion about development plans for the Company’s executive officers and senior officers to help prepare them for future succession and contingency plans in the event of our ceo’s termination of employment with Starbucks for any reason (including death or disability) as well as our ceo’s recommendation as to his successor. The full board has the primary responsibility to develop succession plans for the ceo position.

The Nominating/Governance Committee annually reviews and reassesses the adequacy of its charter. As described more fully in its charter, the Nominating/Governance Committee is responsible for providing leadership with respect to the corporate governance of Starbucks and advising and making recommendations to the board of directors regarding candidates for election as directors of the Company. Among its specific duties, the Nominating/ Governance Committee:

• makes recommendations to the board about our corporate governance processes;
   
• assists in identifying and screening board candidates;
   
• administers the Director Nominations Policy;
   
• considers shareholder nominations to the board;
   
• makes recommendations to the board regarding membership and chairs of the board’s committees;
   
• oversees the annual evaluation of the effectiveness of the board and each of its committees;
   
• biennially recommends the board’s presiding independent director;

• biennially reviews the type and amount of board compensation for independent directors;
   
• annually reviews the Company’s corporate political contributions and expenditures to confirm alignment with Company policies and values; and
   
• annually reviews and assesses the effectiveness of the Company’s environmental and social responsibility policies, goals and programs through the annual Global Responsibility Report, and makes recommendations as deemed appropriate based on such review and assessment.

The Nominating/Governance Committee also annually assists the board of directors with its affirmative independence and expertise determinations. After consulting with the panel of independent directors, together with the chair of the Compensation Committee, the chair of the Nominating/Governance Committee annually reviews the performance of our chairman, president and chief executive officer and meets with him to share the findings of the review.

Our Policy on Director Nominations is available at www.starbucks.com/about-us/company-information/ corporate-governance. The purpose of the nominations policy is to describe the process by which candidates are identified and assessed for possible inclusion in our recommended slate of director nominees (the “candidates”). The nominations policy was approved by the full board of directors and is administered by the Nominating/Governance Committee.

Minimum Criteria for Board Members
Each candidate must possess at least the following specific minimum qualifications:

• each candidate shall be prepared to represent the best interests of all shareholders and not just one particular constituency;

• each candidate shall be an individual who has demonstrated integrity and ethics in his or her personal and professional life and has established a record of professional accomplishment in his or her chosen field;
   
• no candidate, or family member (as defined in NASDAQ rules) or affiliate or associate (as defined in federal securities laws) of a candidate, shall have any material personal, financial or professional interest in any present or potential competitor of Starbucks;
   
• each candidate shall be prepared to participate fully in board activities, including active membership on at least one board committee and attendance at, and active participation in, meetings of the board and the committee(s) of which he or she is a member, and not have other personal or professional commitments that

would, in the Nominating/Governance Committee’s sole judgment, interfere with or limit his or her ability to do so; and

• each candidate shall be willing to make, and financially capable of making, the required investment in our stock in the amount and within the time frame specified in the director stock ownership guidelines described in this proxy statement.

Desirable Qualities and Skills
In addition, the Nominating/Governance Committee also considers it desirable that candidates possess the following qualities or skills:

• each candidate should contribute to the board of directors’ overall diversity — diversity being broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics;
   
• each candidate should contribute positively to the existing chemistry and collaborative culture among board members; and
   
• each candidate should possess professional and personal experiences and expertise relevant to our goal of being one of the world’s leading consumer brands. At this stage of our development, relevant experiences might include, among other things, sitting CEO of a large global company, large-company CEO experience, international CEO experience, senior-level international experience, senior-level multi-unit small box retail or restaurant experience and relevant senior-level expertise in one or more of the following areas: finance, accounting, sales and marketing, organizational development, information technology, social media and public relations.

The Nominating/Governance Committee is responsible for reviewing the appropriate skills and characteristics required of directors in the context of prevailing business conditions and existing competencies on the board, and for making recommendations regarding the size and composition of the board, with the objective of having a board that brings to Starbucks a variety of perspectives and skills derived from high quality business and professional experience. The Nominating/Governance Committee’s review of the skills and experience it seeks in the board as a whole, and in individual directors, in connection with its review of the board’s composition, enables it to assess the effectiveness of its goal of achieving a board with a diversity of experiences. The Nominating/Governance Committee considers these criteria when evaluating director nominees in accordance with the procedures set forth below.

Internal Process for Identifying Candidates
The Nominating/Governance Committee has two primary methods for identifying candidates (other than those proposed by shareholders, as discussed below). First, on a periodic basis, the Nominating/Governance Committee solicits ideas for possible candidates from a number of sources: members of the board; senior-level Starbucks

executives; individuals personally known to the members of the board; and research, including database and Internet searches.

Second, the Nominating/Governance Committee may from time to time use its authority under its charter to retain at our expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms). If the Nominating/Governance Committee retains one or more search firms, they may be asked to identify possible candidates who meet the minimum and desired qualifications expressed in the nominations policy, to interview and screen such candidates (including conducting appropriate background and reference checks), to act as a liaison among the board of directors, the Nominating/Governance Committee and each candidate during the screening and evaluation process, and thereafter to be available for consultation as needed by the Nominating/Governance Committee.

The nominations policy divides the process for candidates proposed by shareholders into the general nomination right of all shareholders and proposals by “qualified shareholders” (as described below).

General Nomination Right of All Shareholders
Any registered shareholder may nominate one or more persons for election as a director at an annual meeting of shareholders if the shareholder complies with the advance notice, information and consent provisions contained in our bylaws. See “Proposals of Shareholders” below for more information.

The procedures described in the next paragraph are meant to establish an additional means by which certain shareholders can contribute to our process for identifying and evaluating candidates and is not meant to replace or limit shareholders’ general nomination rights in any way.

Director Recommendations by Qualified Shareholders
In addition to those candidates identified through its own internal processes, in accordance with the nominations policy, the Nominating/Governance Committee will evaluate a candidate proposed by any single shareholder or group of shareholders that has beneficially owned more than 5% of our common stock for at least one year (and will hold the required number of shares through the annual meeting of shareholders) and that satisfies the notice, information and consent provisions in the nominations policy (a “qualified shareholder”). Any candidate proposed by a qualified shareholder must be independent of the qualified shareholder in all respects as determined by the Nominating/Governance Committee or by applicable law. Any candidate submitted by a qualified shareholder must also meet the definition of an “independent director” under NASDAQ rules.

In order to be considered by the Nominating/Governance Committee for an upcoming annual meeting of shareholders, notice from a qualified shareholder regarding

a potential candidate must be received by the Nominating/ Governance Committee not less than 120 calendar days before the anniversary of the date of our proxy statement released to shareholders in connection with the previous year’s annual meeting.

Evaluation of Candidates
The Nominating/Governance Committee will consider and evaluate all candidates identified through the processes described above, including incumbents and candidates proposed by qualified shareholders, based on the same criteria.

Future Revisions to the Nominations Policy
The nominations policy is intended to provide a flexible set of guidelines for the effective functioning of our director nominations process. The Nominating/Governance Committee intends to review the nominations policy at least annually and anticipates that modifications will be necessary from time to time as our needs and circumstances evolve, and as applicable legal or listing standards change. The Nominating/Governance Committee may amend the nominations policy at any time, in which case the most current version will be available on our website.

Our Corporate Governance Principles and Practices are intended to provide a set of flexible guidelines for the effective functioning of the board of directors and are reviewed regularly and revised as necessary or appropriate in response to changing regulatory requirements, evolving best practices and other considerations. They are posted on the Corporate Governance section of our website at www.starbucks.com/about-us/company-information/ corporate-governance.

In addition to our Corporate Governance Principles and Practices, other information relating to corporate governance at Starbucks is available on the Corporate Governance section of our website, including:

• Restated Articles of Incorporation
   
• Amended and Restated Bylaws
   
• Audit and Compliance Committee Charter

• Compensation and Management Development Committee Charter
   
• Nominating and Corporate Governance Committee Charter
   
• Policy on Director Nominations
   
• Standards of Business Conduct (applicable to directors, officers and partners)
   
• Code of Ethics for CEO and Finance Leaders
   
• Procedure for Communicating Complaints and Concerns
   
• Audit and Compliance Committee Policy for Pre-Approval of Independent Auditor Services

You may obtain copies of these materials, free of charge, by sending a written request to: executive vice president, general counsel and secretary, Starbucks Corporation, 2401 Utah Avenue South, Mail Stop S-LA1, Seattle, Washington 98134. Please specify which documents you would like to receive.

The Procedure for Communicating Complaints and Concerns describes the manner in which interested persons can send communications to our board of directors, the committees of the board and to individual directors and describes our process for determining which communications will be relayed to board members. Interested persons may telephone their complaints and concerns by calling the Starbucks Audit line at 1-800-300-3205 or sending written communications to the

board, committees of the board and individual directors by mailing those communications to our third-party service provider for receiving these communications at:

Starbucks Corporation
P.O. Box 34507
Seattle, Washington 98124

Shareholders may address their communication to an individual director, to the Board of Directors, or to one of our board committees.

For fiscal 2013, the annual compensation program for non-employee directors provided for a total of $240,000 per year comprised of one or more of the following (as selected by the director each year): (i) cash (up to 50%); (ii) stock options; and (iii) time-based restricted stock units (“RSUs”). The program remained unchanged from fiscal 2012 in both amount and design. New non-employee directors are entitled to payment of a pro-rated portion of the annual non-employee director compensation based on the number of days remaining in the fiscal year from the date the director joins the board. Such compensation may be in the form of stock options, time-based restricted stock units or a combination thereof (as selected by the director). Our non-employee directors are expected to satisfy stock ownership guidelines of $480,000, as discussed below under the caption “Director Stock Ownership Guidelines.”

Stock options have an exercise price equal to the closing market price of our common stock on the grant date. Annual stock option and RSU grants vest one year after the date of grant. Stock options and RSUs granted to non-employee directors generally cease vesting as of the date he or she no longer serves on the board of directors. However, unvested stock options (but not unvested RSUs) will vest in full upon a non-employee director’s death or retirement (leaving the board after attaining age 55 and at least six years of board service) or upon a change in control of Starbucks. Six of the board’s eleven current non-employee directors meet the retirement criteria.

Mr. Schultz does not participate in the compensation program for non-employee directors, but rather is compensated as an executive officer, as described in the “Compensation Discussion and Analysis” section of this proxy statement.

Deferred Compensation Plans
In fiscal 2012, the board adopted a Deferred Compensation Plan for Non-Employee Directors under which non-employee directors may, for any fiscal year, irrevocably elect to defer receipt of shares of common stock the director would have received upon vesting of restricted stock units. The purpose of the plan is to enhance the Company’s ability to attract and retain non-employee directors with training, experience and ability who will promote the interests of the Company and to directly align the interests of such non-employee directors with the interests of the Company’s shareholders. Prior to 2006, non-employee directors could defer all or a portion of their compensation in the form of unfunded deferred stock units under the Directors Deferred Compensation Plan.

Director Stock Ownership Guidelines
The board of directors adopted stock ownership guidelines for non-employee directors in fiscal 2003 requiring a $200,000 level of ownership within four years. In June 2012, the board increased the guidelines to $480,000 to further align the interests of our non-employee directors to those of our shareholders. Directors initially appointed or elected to the board prior to January 1, 2011 are expected to meet the new guidelines by December 1, 2014. Directors initially appointed or elected after January 1, 2011 and prior to June 5, 2012 have five years from their appointment or election to meet the new guidelines. Directors appointed or elected after June 5, 2012 have four years from their date of appointment or election to meet the new guidelines. Stock options do not count toward meeting the guidelines. Each director is expected to continue to meet the ownership requirement for as long as he or she serves on our board. All non-employee directors have met these guidelines as of the date of this proxy statement.

We are asking shareholders to approve an advisory resolution (commonly referred to as a “say-on-pay” resolution) on the Company’s executive compensation as reported in this proxy statement.

We urge shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the board of directors believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to the Company’s recent and long-term success.

The board has adopted a policy providing for an annual “say-on-pay” advisory vote. In accordance with this policy and Section 14A of the Securities Exchange Act

of 1934, as amended, and as a matter of good corporate governance, we are asking shareholders to approve the following advisory resolution at the 2014 Annual Meeting of Shareholders:

RESOLVED, that the shareholders of Starbucks Corporation (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2014 Annual Meeting of Shareholders.

This advisory “say-on-pay” resolution is non-binding on the board of directors. Although non-binding, the board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program. Unless the board modifies its policy on the frequency of future “say-on-pay” advisory votes, the next “say-on-pay” advisory vote will be held at the 2015 Annual Meeting of Shareholders.

This Compensation Discussion and Analysis provides information on our executive compensation program and the amounts shown in the executive compensation tables that follow. In this proxy statement, the term “Named Executive Officers” or “NEOs” means our ceo and cfo, three of our business unit presidents and a former business unit president. These six executive officers are named

in the compensation tables of this proxy statement. “Compensation Committee” or “Committee” means the Compensation and Management Development Committee of the board of directors.

We refer to all of our employees as “partners,” due to the significant role they all play in the success of the Company.

The charts below compare certain fiscal 2013 financial results that were used in determining fiscal 2013 payouts under our Executive Management Bonus Plan (“EMBP”) to fiscal 2012 and fiscal 2011 results.¹ Note that these financial measures differ from the comparable GAAP measures reported in our financial statements, as the measures below are adjusted to exclude the impact of certain non-recurring items in accordance with the terms of our EMBP. Because

the performance period under our performance RSUs was lengthened from one year to two years in fiscal 2013, fiscal 2013 results did not impact the number of RSUs earned under any of our previously-awarded performance RSU grants. With respect to the performance RSUs granted in fiscal 2013, the number of RSUs earned will be determined based on fiscal 2014 adjusted earnings per share (“EPS”) and ROIC goals.

• Annual Incentive Plan: Our ceo and cfo earned EMBP awards at 100% of target, reflecting our strong performance against challenging overall Company goals. Our other three continuing NEOs are business unit presidents and earned from 22% to 182% of target, primarily reflecting the performance of their businesses. In addition, we made discretionary bonus payments to two business unit presidents in recognition of their strong leadership in fiscal 2013 and performance in taking on expanded roles during the year.

• Long-Term Incentive Awards:

• Our Long-Term Incentive Awards are granted in the form of Performance RSUs (under which the number of shares earned is dependent on future EPS and ROIC goals) and Stock Options (under which the realizable value is dependent on future share price appreciation).
   
• The economic values of the Long-Term Incentive Awards granted to our NEOs after the end of fiscal 2013 recognized the strong performance of our NEOs and the businesses for which our NEOs were responsible in fiscal 2013.

• Broad-Based Equity Program (“Bean Stock”): A long-term incentive grant of time-based RSUs was made in November 2013 to approximately 125,000 eligible non-executive partners in 21 markets around the world, including qualified part-time partners. Bean Stock participants include those partners that work in our stores and serve our customers directly. We refer to this broad-based equity program as our “Bean Stock” program.

• In fiscal 2013, Bean Stock participants realized approximately $234 million in pre-tax gains from previously-granted Bean Stock awards.

• Future Roast 401(k) 2014 Enhanced Starbucks Match: An enhanced match under the Starbucks Future Roast 401(k) plan for the 2014 plan year was approved at 100% of the first 6% of eligible compensation deferred.

For several years we have maintained a year-round shareholder engagement program in which we proactively reach out to our top shareholders throughout the year. Our engagement team consists of partners from our Total Pay, Legal and Investor Relations groups. In fiscal 2013, we reached out to our top shareholders and seven of these shareholders (representing approximately 21% of our outstanding shares measured as of December 31, 2012) elected to have at least one telephonic or in-person meeting with us.

Through our outreach program, we listen to shareholder feedback regarding our executive compensation program, disclosure practices and corporate governance. We share

the feedback received during our engagement process with the Compensation Committee and our Board of Directors. The Committee and Board value our shareholders’ insights and considers their feedback, in addition to other factors, when formulating our executive compensation program design and making pay decisions.

In recent years, shareholder feedback has influenced certain of our compensation design changes, including the addition of adjusted net revenue and ROIC as performance measures under our EMBP, the removal of EPS as a performance measure under our EMBP, and the lengthening of the performance period under our performance RSU design from one year to two years.

In 2013, we ranked first among our peer companies in the three-year performance period in each of revenue growth, earnings per share growth, net income growth and total shareholder return. In addition, we ranked in the top three in all but one category in the one-year performance period.

The 2013 data below shows where we ranked among our 12 current peers (listed in “Peer Group Companies and Benchmarking” below) as of the end of fiscal 2013. The 2012 data below shows where we ranked among the 16 former peer group companies as of the end of fiscal 2012. Our current compensation peer group differs from

our prior group in that it includes Mondelēz International and does not include Bed Bath & Beyond, Darden Restaurants, The Hershey Company, Limited Brands and Staples. See “Compensation Peer Group Companies and Benchmarking” for further discussion on how we use peer company data in our compensation-setting process.

Our Total Pay philosophy is designed to recognize and reward the contributions of all partners, including executives. We offer a comprehensive benefits package to all eligible full- and part-time partners in the United States and locally competitive benefit packages in other countries. In addition to the Bean Stock plan discussed above, we offer a stock purchase plan to partners in the United States and Canada. We believe our Total Pay practices motivate our executives to build long-term shareholder value and reward the partners who take care of our customers.

In keeping with this philosophy, our executive compensation program is designed to:

• Enable the attraction and retention of top talent by competing effectively for the highest quality people who will determine our long-term success;
   
• Pay for performance through aligning compensation with the achievement of both short-term and long-term financial objectives that build shareholder value; and
   
• Be true to our values by supporting our mission statement and guiding principles.

Target total direct compensation for our NEOs is comprised of base salary, target bonus, and target value of long-term equity incentives. Target total direct compensation for on-target performance is designed to deliver awards within the median range of our peer group, as explained below under “Peer Group Companies and Benchmarking.”

The Compensation Committee reviews target total direct compensation and approves target bonuses (as

a percentage of base salary) annually at its September meeting. Actual base salaries, bonus payments and long-term equity incentives are approved after the end of each fiscal year at the November meeting. This process allows the Compensation Committee to consider comprehensive information, including the performance of each NEO during the prior fiscal year, when making compensation decisions.

A core principle of our executive compensation program is that a significant percentage of compensation awarded to our NEOs, especially our ceo, should be variable, performance-based compensation and “at-risk.” This type of compensation is dependent on the financial success of our Company and our business units, and the performance of Starbucks common stock. This means that our executives are rewarded when they produce value for our shareholders and our partners. Elements of our program that fall within this category include our annual incentive bonus program

(Executive Management Bonus Plan, or “EMBP”) and the stock options and performance RSUs that are granted under our Long-Term Incentive Program.

The charts below show the significant percentage of performance-based compensation reported for fiscal 2013 in the Summary Compensation Table for Mr. Schultz, our ceo, and for our other NEOs as a group (other than Ms. Gass, who terminated employment during the fiscal year).

The table below provides an overview comparing each element of fiscal 2013 target, versus actual, total direct compensation for each of the NEOs currently serving the Company.

The long-term incentive compensation awards shown below are those granted in fiscal 2014 in recognition of the

performance of our NEOs in fiscal 2013. We believe this provides a better view of compensation decisions driven by fiscal 2013 performance than the Summary Compensation Table which, in accordance with SEC rules, shows annual long-term incentive compensation awards granted in fiscal 2013 for fiscal 2012 performance.

Overall target total direct compensation (base salary, target bonus, and target value of long-term equity incentives) of our NEOs is at the 50^th percentile of the market and aligns with Starbucks Total Pay philosophy. Actual total direct compensation of our NEOs delivered for fiscal 2013 performance is positioned between the 50^th and 75^th percentiles of the market, reflecting Starbucks record performance in fiscal 2013.

Mr. Schultz’s target total direct compensation is at the 50^th percentile of the market. Mr. Schultz’s actual total direct compensation delivered for fiscal 2013 is at the 60^th percentile of the market, reflecting Mr. Schultz’s leadership in delivering record results and our strong performance relative to that of our peers.

The Compensation Committee generally reviews and adjusts base salaries annually at its November meeting, with new salaries effective in late November or early December. In November 2012, the Committee approved (and with respect to Mr. Schultz, the Committee

recommended and the independent directors approved), the following base salary increases, which became effective in December 2012 (except for Mr. Hansberry, whose salary was also increased in July 2013 to $545,000 in connection with his promotion to president, China & Asia Pacific):

Mr. Schultz’s fiscal 2013 base salary and his target bonus percentage positioned his fiscal 2013 target total cash at the market median. His base salary was not increased for fiscal 2013.

Fiscal 2013 base salary increases were approved for all other NEOs in recognition of their individual performance in fiscal 2012. These increases and our other NEOs’ target bonus percentages positioned their fiscal 2013 target total cash within the range of market median.

Annual Incentive Bonus
For fiscal 2013, each NEO participated in the Executive Management Bonus Plan (“EMBP”). Fiscal 2013 target annual incentive bonuses as a percentage of base salary were not increased for any of our NEOs. Ms. Gass had an opportunity to earn a payout under the EMBP but did not receive a payout because she terminated employment during the fiscal year.

The total EMBP award actually delivered to each executive for fiscal 2013 was determined based on the extent to which the objective performance goals under the EMBP were achieved based on fiscal 2013 performance. The possible payouts for each NEO based on achievement of threshold, target and maximum performance levels are disclosed in the Fiscal 2013 Grants of Plan-Based Awards Table.

In addition to their EMBP payments, the Company paid discretionary bonuses of $179,438 to Mr. Culver and $108,633 to Mr. Hansberry, in recognition of their fiscal 2013 individual performance. These payments are reflected in the “Bonus” column of the Summary Compensation Table. Mr. Culver’s and Mr. Hansberry’s discretionary payments were made in recognition of their strong leadership in fiscal 2013 and performance in taking on expanded roles and responsibilities during the year, which led to positive results in underlying metrics of the business units for which they were responsible during the year.

Objective Performance Goals
For fiscal 2013, annual incentive bonuses were based on the achievement of the objective performance goals of adjusted operating income, adjusted net revenue and ROIC. We chose these measures because we believe they motivate our executives to further drive Company and business unit growth and profitability. Starting in fiscal 2013, we replaced adjusted EPS with adjusted net revenue under the EMBP in order to increase our executives’ focus on this important growth metric, recognizing that EPS remains a performance measure under our performance RSU design.

To reward performance above plan, adjusted operating income and adjusted net revenue have sliding scales that provided for annual incentive bonus payouts greater than the target bonus if results are greater than target (up to a maximum 200% payout) or less than the target bonus if results are lower than the target (down to a threshold of 20% of target payout, below which the payout would be $0).

In setting the objective performance scales, we considered target Company performance under the challenging board-approved annual operating and long-term strategic plans, the potential payouts based on achievement at different levels on the sliding scale and whether the portion of incremental earnings paid as bonuses rather than returned to shareholders was appropriate. The Compensation Committee and the independent directors have the discretion to reduce the awards paid under the EMBP, but do not have discretion to increase payouts that are based on achievement of the objective performance goals or make a payout under the EMBP based on the objective performance goals if the threshold targets are not achieved. The targets were designed to be challenging while recognizing ongoing economic uncertainties, including continued consumer spending restraint.

Adjusted Operating Income. For Messrs. Schultz and Alstead, 50% of their total EMBP bonus was based on a consolidated adjusted operating income goal. For NEOs responsible for a single business unit, 20% of their total EMBP bonus was based on the consolidated adjusted operating income goal and 30% was based on adjusted operating income goals of the businesses for which they had responsibility during fiscal 2013; in the case of

Mr. Culver, China & Asia Pacific; for Mr. Burrows, Americas; and for Mr. Hansberry, Channel Development and Emerging Brands. In fiscal 2013, consolidated adjusted operating income equaled the total of all business units’ operating income less total unallocated corporate expenses; and business unit operating income equaled the revenues of the business unit less the business unit’s operating expense.

Adjusted Net Revenue. For Messrs. Schultz and Alstead, 50% of their EMBP bonus was based on a consolidated adjusted net revenue goal. For NEOs responsible for a single business unit, 50% of their EMBP bonus was based on adjusted net revenue goals of the businesses

for which they had responsibility during fiscal 2013; in the case of Mr. Culver, China & Asia Pacific; for Mr. Burrows, Americas; and for Mr. Hansberry, Channel Development and Emerging Brands.

ROIC (Return on Invested Capital). For each of our NEOs, ROIC (measured on a consolidated basis) operated as a potential downward modifier of their combined adjusted operating income and adjusted net revenue result. The

fiscal 2013 ROIC result was 26.2%, above the target of 22.9%. Accordingly, ROIC did not operate as a downward modifier on fiscal 2013 EMBP payouts.

The table below shows the fiscal 2013 actual payout levels for each component of the EMBP, based on achievement of the performance metrics, and the aggregate fiscal 2013 annual incentive payouts, which are also disclosed in the “Non-Equity Incentive Compensation Plan” column of the Summary Compensation Table.

The EMBP payouts to Mr. Schultz and Mr. Alstead, which were based on our very challenging Company revenue and operating income growth targets reflected the record fiscal 2013 financial performance achieved by the Company. EMBP payouts to Messrs. Culver, Burrows and Hansberry reflect Starbucks overall record performance and the relative performance of our business units against our very challenging operating plan.

Long-Term Incentive Compensation
Overview of Annual Long-Term Incentive Awards. We grant our executives long-term performance-based compensation in the form of stock options and performance RSUs. The Compensation Committee believes stock options and performance RSUs incentivize executives to drive long-term company performance, thereby aligning our executives’ interests with the long-term interests of shareholders. The Committee determined to grant half (50%) of the total award values in stock options and half (50%) in performance RSUs. This mix reflects the Compensation Committee’s consideration of competitive market practices and the desire to focus the Company’s executives on long-term stock price appreciation. Stock options provide value only if our stock price increases over time. Performance RSUs are earned only to the extent pre-established performance goals are met and, if earned, are subject to additional time-based vesting requirements. Although the value of

performance RSUs is impacted by our stock price during the vesting period, performance RSUs serve to retain executives as they have a more stable value than stock options during periods of stock price volatility.

The table below reflects the economic value of annual long-term incentive awards established for each of the last two fiscal years. We determined the number of RSUs to be delivered by dividing half of the economic value below by the closing price of our stock on the grant date. For options, we divided half of the economic value by a closing price multiplier. This multiplier was calculated by multiplying the closing price of our common stock on the grant date by a Black-Scholes factor. Because it is calculated in advance of the actual grants and may use different assumptions than are applied to individual awards for accounting purposes, the economic value of awards may be higher or lower than the grant date fair value of equity awards as disclosed in the Summary Compensation Table.

Performance RSUs. As part of our annual long-term incentive program, we seek to deliver half of the economic value of the long-term incentive award in the form of performance RSUs. The extent to which performance RSUs

vest is based on our achievement of two-year adjusted earnings per share and ROIC goals. To further incentivize performance, the adjusted EPS performance measure has a sliding scale so each NEO may achieve from 0% to

200% of the target award amount. If the target ROIC goal under the performance RSUs is not met, the number of performance RSUs to be delivered based on achievement of the adjusted EPS goal will be adjusted downward by as much as 50%. To the extent the performance targets are met, earned RSUs vest 50% on each of the second and third anniversaries of the grant date.

The Compensation Committee believes that: (1) having a multi-year performance period increases executive focus on long-term performance and better aligns the interests of our executives with those of our shareholders; and (2) the inclusion of ROIC as a potential downward modifier increases executive focus on ROIC, which we believe is an important measure of the Company’s success.

Because we changed the performance period under this program from one to two years in fiscal 2013, none of our previously granted performance RSUs were subject to a performance period that ended during fiscal 2013. For annual performance RSU awards granted in November 2012 (early fiscal 2013), the actual number of performance RSUs earned is based on achievement of fiscal 2014 goals. Actual fiscal 2014 adjusted EPS and ROIC will be certified by the Committee after the end of fiscal 2014.

Special Equity Awards. In certain circumstances we grant discretionary equity awards in order to retain key executives, recognize expanded roles and responsibilities, or recognize exceptional performance. We have typically structured these awards as time-based RSU awards that vest over a four-year period.

In November 2012 Mr. Culver received a special time-based RSU award with an economic value of $1.0 million. The award is scheduled to vest, subject to continued employment, 50% on the second anniversary of the grant date and 50% on the fourth anniversary of the grant date. Mr. Culver’s special RSU award was granted to recognize his exceptional leadership in driving growth and performance in the China & Asia Pacific segment, and to promote his retention. In November 2012 Ms. Gass also received a special time-based RSU award with an economic value of $1.0 million under the same vesting schedule. She forfeited the award upon her departure from the Company in May of 2013. The grant date fair values of these awards are reflected in the Stock Awards column of the Summary Compensation Table for fiscal 2013.

None of our NEOs were granted special equity awards during the most recent annual grant cycle in November 2013.

Sign-on Bonuses and New Hire Equity Awards. We provide sign-on bonuses and new-hire equity awards when necessary and appropriate, including to attract top-executive talent from other companies. Sign-on bonuses and new hire equity awards are an effective means of offsetting the compensation opportunities executives forfeit when they leave a former employer to join Starbucks. We typically require newly recruited executives to return a pro rata portion of their sign-on bonus if they voluntarily leave Starbucks within a certain period of time (usually one to two years) after joining us, and new-hire equity awards are subject to a time-based vesting period. We did not award a sign-on cash bonus or new-hire equity award to any NEO for fiscal 2013.

Perquisites and Other Executive Benefits. Our executive compensation program includes limited executive perquisites and other benefits. The aggregate incremental cost of providing perquisites and other benefits to the NEOs is detailed in the Fiscal 2013 All Other Compensation Table.

We believe the perquisites and other executive benefits we provide are representative of those offered by the companies that we compete with for executive talent, and therefore offering these benefits serves the objective of attracting and retaining top executive talent.

We provided the following perquisites to NEOs in fiscal 2013:

• Security. Pursuant to our executive security program, we may from time to time provide personal security services to Mr. Schultz and certain other executives. Security services include home security systems and monitoring and, in the case of Mr. Schultz, personal security services. These protections are provided due to the range

• Executive Physicals, Life and Disability Insurance. We offer to pay for annual physical examinations for all partners at the senior vice president level and above at minimal cost for the Company’s benefit. We also provide life and disability insurance to all partners at the vice president level and above at a higher level than is provided to partners generally. The amounts paid in respect of these benefits to our NEOs in fiscal 2013 is detailed in the Fiscal 2013 All Other Compensation Table.
   
• Relocation and Expatriate Expenses. We provide relocation assistance to some manager-level partners and all partners at the director level and above. Under limited circumstances, we provide certain reimbursements and benefits to partners that expatriate to another country for work on the Company’s behalf. In fiscal 2013, we provided such assistance to Mr. Hansberry in connection with his assignment in Hong Kong and to Ms. Gass in connection with her assignment in London, England.

Deferred Compensation Executives as well as partners at the director level and above, are eligible to defer cash compensation under the Management Deferred Compensation Plan (“MDCP”), and certain executives previously were eligible to defer gains from equity awards under the 1997 Deferred Stock Plan. The MDCP is primarily intended to provide eligible partners an additional before-tax means of saving over and above that available under the 401(k) plan. We do not pay or guarantee above-market returns. The appreciation, if any, in the account balances of plan participants is due solely to contributions by participants and the underlying performance of the measurement funds selected by the participants. The measurement fund alternatives available to MDCP participants are identical to the investment funds available to 401(k) plan participants. Effective January 1, 2011, we ceased making Company matching contributions under the MDCP.

General Partner Benefits. Executives are eligible to participate in all benefit plans we offer to partners generally. This helps us attract and retain top executive talent.

• We offer a comprehensive benefits package, including health care insurance, to all eligible partners in the United States and locally competitive benefits packages in other countries.
   
• Among the plans we offer to U.S. and Canadian partners generally, including executive officers, is our U.S. tax-qualified employee stock purchase plan. Under the plan, eligible partners may acquire our stock through payroll deductions at a 5% discount to the market price on the last trading day of the purchase period. No plan participant is allowed to purchase more than $25,000 in market value of our stock under the plan in any calendar year.

The Compensation Committee refers to executive compensation surveys prepared by Towers Watson when it reviews and approves executive compensation. The surveys reflect compensation levels and practices for executives holding comparable positions at peer group companies, which help the Compensation Committee set compensation at competitive levels. The Compensation Committee, with assistance from F.W. Cook, annually reviews specific criteria and recommendations regarding companies to add or remove from the peer group. The Committee’s primary selection criteria are industry (specialty retail, consumer products and restaurants), size (revenue and market capitalization), and geography or scope (global reach); secondary selection criteria are brand

recognition, performance (revenue growth, earnings per share growth and total shareholder return growth), as well as other considerations, including companies with which we compete for executive talent or customers, and companies known for innovation.

As a result of the Committee’s review in June 2013, five companies were removed from the peer group, and one company was added. The Compensation Committee believes such adjustments are occasionally warranted so that our peer group companies remain aligned with the Company’s strategic plan. For a comparison of our recent performance to that of our peer group companies, please refer to the tables in the “Performance Versus Peer Companies” section of the Executive Summary above.

The former peer group was used by the Compensation Committee and independent directors in connection with its fiscal 2013 target total direct compensation decisions, and fiscal 2012 performance-driven compensation decisions made in November 2012. The new peer group was used by the Compensation Committee and independent directors in connection with its fiscal 2013 performance-driven decisions made in November 2013.

The Compensation Committee compares each executive officer’s base salary, target total cash and target long-term incentive compensation value to amounts paid for similar positions at peer group companies. The Compensation

Committee generally sets target total direct compensation for executives within a reasonable range of the median (50^th percentile) of peer group companies.

The Compensation Committee believes that the market median is a useful reference point in helping to achieve the executive compensation program’s objectives described above. However, the Committee also considers other factors when setting compensation and target total direct compensation for each executive may vary from the market median based on the factors the Compensation Committee considers relevant each year, including particular job responsibilities and scope, adjustments for individual skills and expertise and internal pay equity. Fiscal 2013 target total direct compensation for the NEOs (including Mr. Schultz) was positioned within the median range.

As discussed above, our executive compensation program was one of the topics discussed as part of our investor engagement process. During this process, we received overall positive feedback regarding the core structure and elements of our executive compensation program. These investors also were enthusiastic about the performance of the Company.

The Compensation Committee evaluated these results, considered investor feedback and also considered many other factors in evaluating Starbucks executive compensation programs as discussed in this Compensation Discussion and Analysis, including the Committee’s assessment of the interaction of our compensation programs with our business objectives, input from F.W. Cook, and review of peer data, each of which is evaluated in the context of the Committee’s fiduciary duty to act as the directors determine to be in shareholders’ best interests. While each of these factors bore on the Compensation Committee’s decisions regarding our NEOs’ compensation, the Committee did not make any changes to our executive compensation program and policies as a result of the 2013 advisory vote on executive compensation.

Risk Considerations
We believe that the design and objectives of our executive compensation program provide an appropriate balance of incentives for executives and avoid inappropriate risks. In this regard, our executive compensation program includes, among other things, the following design features:

• Balanced mix of fixed versus variable compensation and cash-based versus equity-based compensation;
   
• Variable compensation based on a variety of performance goals, including Company, business unit and, where appropriate, individual performance goals;
   
• Compensation Committee discretion to lower annual incentive award amounts;
   
• Balanced mix of short-term and long-term incentives;
   
• Additional time-based vesting requirements for earned performance RSUs;
   
• Stock ownership and holding requirements;
   
• Prohibition on hedging and pledging Company stock that applies to all partners; and
   
• Clawback policy (our Recovery of Incentive Compensation Policy, described below in this section).

Management performed an annual assessment of our compensation objectives, philosophy, and forms of compensation and benefits for all partners, including executives, to determine whether the risks arising from such policies or practices are reasonably likely to have a material adverse effect on the Company. Based upon this review, management concluded that our compensation practices and policies do not create risks that are reasonably likely to have a material adverse effect on the Company, and F.W. Cook supported this conclusion. A report summarizing the results of this assessment was reviewed and discussed with the Compensation Committee at its September 2013 meeting.

Review of Tally Sheet Information
The Compensation Committee generally considers the following information for each executive when setting compensation: (i) the targeted value of base pay, annual incentive bonus target, equity grants and other benefits; and (ii) the accumulated value of “in-the-money” outstanding equity grants broken out by (a) exercisable value for options and (b) unvested value for options and RSUs. This information helps the Compensation Committee to understand the total compensation being delivered to executives and the long-term retentive elements in place for executives. This information is considered by the Compensation Committee, along with market data, performance and the other factors discussed above in setting executive compensation.

Internal Pay Equity
The Compensation Committee considers internal pay equity, among other factors, when making compensation decisions. However, the Compensation Committee does not use a fixed ratio or formula when comparing compensation among executive officers.

Our ceo is compensated at a significantly higher level than other executive officers due to his higher level of responsibility, authority, accountability and experience. For fiscal 2013, Mr. Schultz’s base salary was set at $1.5 million. Mr. Schultz receives more of his pay in the form of long-term incentive compensation, rather than annual cash compensation, as compared to the compensation of the other NEOs. Given Mr. Schultz’s responsibility for overall Company performance, the independent directors believe that compensating the ceo at a higher level than the other executives and weighting the ceo’s total compensation more heavily toward long-term incentive compensation is consistent with market practices and appropriately reflects the contributions of our ceo.

We believe the fiscal 2013 target total direct compensation for the NEOs other than Mr. Schultz in relation to the compensation targeted for Mr. Schultz and to one another was reasonable and appropriate given each executive’s responsibilities and fiscal 2012 performance. For fiscal 2013, the differences in pay among our NEOs relative to each other and Mr. Schultz are based on market differences for the particular job, job responsibilities and scope, professional experience and adjustments for individual performance.