8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 25, 2023

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THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in Charter)

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2455 Paces Ferry Road, Atlanta, Georgia 30339

(Address of Principal Executive Offices) (Zip Code)

(770) 433-8211

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2023, The Home Depot, Inc. (the “Company”) announced that its Board of Directors (the “Board”) approved the promotion of Ann-Marie Campbell to Senior Executive Vice President, effective on November 1, 2023. Ms. Campbell has served as Executive Vice President – U.S. Stores and International Operations since October 2020. In her new role, she will assume responsibility for outside pro sales efforts as well as the Company’s installation services business. She will continue to oversee U.S. stores and operations, The Home Depot Canada and The Home Depot Mexico business units.

In connection with her promotion, on October 25, 2023, the Leadership Development and Compensation Committee (“LDC Committee”) of the Board approved Ms. Campbell’s new base salary of $1,000,000, effective November 1, 2023, and her new annual incentive target under the Company’s Management Incentive Plan of 125% of base salary, payout of which will be based on achievement of pre-established performance goals set by the LDC Committee. For fiscal 2023, the amount of her annual incentive award will be determined by using her target percentage for her prior role for the first ten months of the fiscal year and her new target percentage for the remainder of the fiscal year, subject in each case to performance against the pre-established performance goals. In addition, in connection with her promotion, Ms. Campbell will be granted an award of restricted shares having a value of $125,000 and an award of stock options having a value of $125,000 at the next regularly scheduled meeting of the LDC Committee after the effective date of her promotion. The shares of restricted stock will vest 50% after each of the 30- and 60-month anniversaries of the grant date, and the stock options will vest and become exercisable on each of the second, third, fourth and fifth anniversaries of the grant date, in each case subject to Ms. Campbell’s continued employment through the applicable vesting dates. Ms. Campbell will also be subject to certain non-competition and non-solicitation restrictions for 24 and 36 months following any termination of employment, respectively, as well as certain confidentiality restrictions that apply indefinitely.

A copy of the press release announcing Ms. Campbell’s promotion is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Document

Exhibit 99.1

THE HOME DEPOT ADVANCES APPROACH TO PRO

Ann-Marie Campbell Named Senior Executive Vice President; Hector Padilla Named EVP of U.S. Stores and Operations

ATLANTA, Oct. 26, 2023 – The Home Depot today announced changes to align the organization around its largest growth opportunity – enabling its unique ecosystem to serve more pro customers and purchase opportunities.

Ann-Marie Campbell was named senior executive vice president, effective Nov. 1, 2023. In her new role, she will assume responsibility for outside pro sales efforts as well as the company’s installation services business. She will continue to oversee U.S. stores and operations, The Home Depot Canada and The Home Depot Mexico business units. Campbell has served as EVP of U.S. stores and international operations since 2020. A 38-year veteran of the company, she has held a variety of leadership positions across stores, merchandising and operations. Chip Devine, senior vice president of outside sales, will report to Campbell and will continue to drive growth with the complex pro. Tim Wilkerson, senior vice president of home services, will also report to Campbell.

Hector Padilla has been named EVP of U.S. stores and operations, where he will lead the company’s three U.S. operating divisions comprising more than 2,000 U.S. stores. Padilla has been with The Home Depot for more than 29 years and has served across the company’s pro, store and services organizations. Most recently, he was EVP of outside sales and service, where he led the company’s pro and installation services units. Prior to that role, he served in numerous leadership positions across the stores, including president of the company’s Southern division, senior vice president of operations, regional vice president, divisional director of field services, general manager of home services, district manager and store manager. Padilla will now report to Campbell.

By combining the outside sales and service business with the global store organization, the company is bringing together its full ecosystem of deep expertise with its newest capabilities to serve pro customers – from the core pro customer working on smaller, simpler projects to pros working on larger, more complex projects.

“Pro is our biggest growth opportunity, and in order to provide the products and capabilities pros need, we are evolving our organization and approach to better serve them,” said Ted Decker, chair, president and CEO of The Home Depot. “Ann-Marie and Hector are incredible leaders who understand the unique requirements of the pro, as well as the dynamic operating environment across stores. I’m confident their focus on our customers, dedication to our associates, and passion for our culture will help us capture the enormous opportunity ahead.”

About The Home Depot

The Home Depot is the world's largest home improvement specialty retailer. At the end of the second quarter of fiscal year 2023, the Company operated a total of 2,326 retail stores in all 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, 10 Canadian provinces and Mexico. The Company employs over 470,000 associates. The Home Depot's stock is traded on the New York Stock Exchange (NYSE: HD) and is included in the Dow Jones industrial average and Standard & Poor's 500 index.

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