Today, National Legal and Policy Center presented a “Request for Board of Directors to Adopt Policy for an Independent Chair” proposal, at the Starbucks 2026 annual shareholder meeting.
Starbucks’s CEO and Chair is currently Brian Niccol (pictured above), the former CEO of Chipotle. The August 2024 announcement of his hire was met with substantial hype, and the mainstream business media anticipated that his leadership would bring a quick turnaround after years of underperformance. Instead, Starbucks has continued to lag its competitors. Meanwhile, the company has shown no will to rehabilitate the “woke” image with which it is associated.
Starbucks’s board opposed the proposal, as explained on pages 89-90 of its proxy statement. NLPC responded with a proxy memo circulated to its fellow investors that contended Mr. Niccol has failed to deliver the promised improvements, and that his unchecked power at the top of the company can no longer be justified.
NLPC also circulated proxy reports in support of Proposal 6, sponsored by National Center for Public Policy Research, and Proposal 7, sponsored by Bowyer Research on behalf of the Oklahoma Tobacco Settlement Endowment Trust. That report can be found here.
Presenting the proposal at the meeting was Luke Perlot, associate director of NLPC’s Corporate Integrity Project. Audio of his presentation can be found here, and a transcript of his three-minute remarks follows:
Good morning,
I urge shareholders to vote FOR Proposal 5, which asks Starbucks’ Board to adopt a policy requiring that the CEO and Chair roles be separated, and that the Chair be an independent director.
This is a simple idea: the CEO runs the company; the Chair runs oversight. At Starbucks, the positions are combined. Mr. Niccol is effectively his own boss. And after a year and a half under his leadership, the need for independent oversight is tangible.
Start with performance. “Back to Starbucks” is a catchy slogan, but shareholders have lived through years of underperformance and a brand that doesn’t feel as resilient as it used to. The turnaround Mr. Niccol promised really hasn’t materialized. The stock price basically has not budged since he took over the position. Even if the manifestation of unchecked executive power was justified when Mr. Niccol was first hired, it does not appear justified anymore. We need a board structure that can challenge strategy, execution, and capital allocation.
Next, the super commute. The Board hired Mr. Niccol, crowned him Chair on day one, and then approved a ridiculous commute via private jet from Newport Beach, California to Seattle, Washington multiple times per week. Starbucks has become known for its environmental policies, including the controversial elimination of plastic straws. Mr. Niccol’s private jet usage is pure hypocrisy.
Finally, the woke scandals. Starbucks hasn’t been passively dragged into the culture war—it has repeatedly volunteered. The result is a brand that feels politicized, polarizing, and exhausting.
Starbucks has become a case study in how to alienate half the country, and distract everyone from its core business of selling coffee. The Company will not achieve a real financial turnaround until its toxic reputation is fixed, and Starbucks once iconic brand is restored to its full value. So far, Mr. Niccol has failed to on this front.
The combined CEO/chair structure can no longer be justified. Mr. Niccol needs checks and balances. An independent chair would introduce real oversight.
For these reasons, I urge shareholders to vote FOR Proposal 5. Thank you.
Read NLPC’s shareholder proposal for the Starbucks annual meeting here.
Listen to Luke Perlot’s presentation of the proposal at the meeting here.
NLPC’s solicitation report in support of its own resolution, Proposal 5, can be read here.
NLPC’s solicitation report in support of Proposal 6 and Proposal 7 can be found here.
