Home Depot, Inc 8-K, filed May 23, 2023
Home Depot, Inc. (HD)
8-K
2023-05-23
For: 2023-05-18
View Original
Added on
April 02, 2026
About this 8-K
Home Depot, Inc filed this 8-K on May 23, 2023, reporting on events of May 18, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 18, 2023
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
__________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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)
__________________
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders of The Home Depot, Inc. (the “Company”) was held on May 18, 2023. Below are the final vote results from the meeting.
Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors of the Company:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
| Gerard J. Arpey | 716,257,328 | 9,827,357 | 1,332,063 | 138,414,748 | |||||||||||||||||||
| Ari Bousbib | 705,095,743 | 20,991,758 | 1,329,247 | 138,414,748 | |||||||||||||||||||
| Jeffery H. Boyd | 699,662,962 | 26,440,347 | 1,313,439 | 138,414,748 | |||||||||||||||||||
| Gregory D. Brenneman | 700,477,557 | 25,640,560 | 1,298,631 | 138,414,748 | |||||||||||||||||||
| J. Frank Brown | 692,164,606 | 33,943,033 | 1,309,109 | 138,414,748 | |||||||||||||||||||
| Albert P. Carey | 691,602,159 | 34,466,842 | 1,347,747 | 138,414,748 | |||||||||||||||||||
| Edward P. Decker | 676,434,166 | 48,265,105 | 2,717,477 | 138,414,748 | |||||||||||||||||||
| Linda R. Gooden | 713,373,778 | 12,795,066 | 1,247,904 | 138,414,748 | |||||||||||||||||||
| Wayne M. Hewett | 713,098,942 | 12,987,013 | 1,330,793 | 138,414,748 | |||||||||||||||||||
| Manuel Kadre | 717,147,371 | 8,947,455 | 1,321,922 | 138,414,748 | |||||||||||||||||||
| Stephanie C. Linnartz | 714,067,251 | 12,093,465 | 1,256,032 | 138,414,748 | |||||||||||||||||||
| Paula Santilli | 717,559,770 | 8,628,963 | 1,228,015 | 138,414,748 | |||||||||||||||||||
| Caryn Seidman-Becker | 709,984,334 | 16,149,032 | 1,283,382 | 138,414,748 | |||||||||||||||||||
Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2024 was ratified.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 830,361,341 | 33,948,474 | 1,521,681 | N/A | |||||||||||||||||
Proposal 3: An advisory vote on executive compensation (“Say-on-Pay”) was approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 691,751,094 | 32,911,887 | 2,753,767 | 138,414,748 | |||||||||||||||||
Proposal 4: The votes cast on the proposal regarding the frequency of future Say-on-Pay votes were as follows:
| EVERY ONE YEAR | EVERY TWO YEARS | EVERY THREE YEARS | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||||
| 712,868,471 | 1,843,817 | 10,829,827 | 1,874,633 | 138,414,748 | ||||||||||||||||||||||
Proposal 5: A shareholder proposal regarding the amendment of the shareholder written consent right was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 268,749,556 | 454,634,781 | 4,032,411 | 138,414,748 | |||||||||||||||||
Proposal 6: A shareholder proposal regarding an independent chair of the Board was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 190,568,732 | 525,800,696 | 11,047,320 | 138,414,748 | |||||||||||||||||
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Proposal 7: A shareholder proposal regarding a political contributions congruency analysis was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 225,203,675 | 494,356,100 | 7,856,973 | 138,414,748 | |||||||||||||||||
Proposal 8: A shareholder proposal regarding the rescission of the racial equity audit proposal vote was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 6,513,172 | 715,127,428 | 5,776,148 | 138,414,748 | |||||||||||||||||
Proposal 9: A shareholder proposal regarding a senior management commitment to avoid political speech was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 11,989,659 | 709,324,149 | 6,102,940 | 138,414,748 | |||||||||||||||||
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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.
| THE HOME DEPOT, INC. | ||||||||
Date: May 23, 2023 | By: | /s/ Teresa Wynn Roseborough | ||||||
| Name: | Teresa Wynn Roseborough | |||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||
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