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): February 24, 2022

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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 February 24, 2022, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors of The Home Depot, Inc. (the “Company’) elected Ms. Paula Santilli and Ms. Caryn Seidman-Becker as directors of the Company effective March 1, 2022. The Board also appointed Ms. Santilli to serve on the Nominating and Corporate Governance Committee and the Finance Committee of the Board, and Ms. Seidman-Becker to serve on the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee of the Board, in each case effective March 1, 2022. The Board has determined that Ms. Santilli and Ms. Seidman-Becker are “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines. Ms. Santilli and Ms. Seidman-Becker will each participate in the standard non-employee director compensation arrangements described in the Company’s 2021 proxy statement, filed with the Securities and Exchange Commission on April 5, 2021.

A copy of the press release announcing Ms. Santilli’s and Ms. Seidman-Becker’s election 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 Names Paula Santilli and Caryn Seidman-Becker to its Board of Directors

ATLANTA, Feb. 24, 2022 – The Home Depot®, the world’s largest home improvement retailer, today announced the appointment of Paula Santilli, CEO of PepsiCo Latin America, and Caryn Seidman-Becker, chair and CEO of CLEAR, to its board of directors, effective March 1, 2022. Following the appointment of Santilli and Seidman-Becker, The Home Depot will have 14 directors.

Santilli has served as CEO of PepsiCo Latin America since 2019. Previously, she served in various leadership positions at PepsiCo Mexico Foods, including president, chief operating officer, and vice president and general manager. Prior to joining PepsiCo Mexico Foods, she held a variety of leadership positions with PepsiCo in Mexico and in the Latin America Southern Cone region comprising Argentina, Uruguay and Paraguay. Santilli joined PepsiCo in 2001, following PepsiCo’s acquisition of the Quaker Oats Company, where she held various roles of increasing responsibility, including running the regional Quaker Foods and Gatorade businesses in Argentina, Chile and Uruguay.

Santilli will serve on The Home Depot board’s finance committee and the nominating and corporate governance committee. She brings extensive strategic management and leadership experience in retail, marketing and international operations.

Seidman-Becker is the co-founder, chair and CEO of CLEAR, a secure identity platform operating in travel, health care, sports and entertainment. Prior to CLEAR, she founded and was the managing partner of Arience Capital, a more than $1 billion value-oriented asset management firm focused on investing in companies across a broad spectrum of industries, including consumer, technology, aerospace and defense. Prior to Arience Capital, she served as managing director at Iridian Asset Management, an investment advisor firm, and assistant vice president at investment bank Arnhold and S. Bleichroeder.

Seidman-Becker will serve on the nominating and corporate governance committee and the leadership development and compensation committee for The Home Depot’s board. She brings significant strategic management experience, operational insights, technology expertise, and financial management expertise.

“I’m pleased to welcome Paula and Caryn to our board of directors,” said Craig Menear, chairman and CEO of The Home Depot. “Their extensive leadership experience and expertise in retail, technology, and international operations will be instrumental to The Home Depot as we work to provide the best interconnected retail experience to customers across North America.”

ABOUT THE HOME DEPOT

The Home Depot is the world’s largest home improvement specialty retailer. At the end of the fourth quarter, the company operated a total of 2,317 retail stores in all 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, 10 Canadian provinces and Mexico, including 14 stores in the U.S. from a small acquisition completed during the second quarter of fiscal 2021. The company employs approximately 500,000 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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