8-K
HOME DEPOT, INC. (HD)
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 16, 2024
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
__________________
| Delaware | 1-8207 | 95-3261426 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
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)
__________________
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: | ||
|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.05 Par Value Per Share | HD | New York Stock Exchange |
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 2024 Annual Meeting of Shareholders of The Home Depot, Inc. (the “Company”) was held on May 16, 2024. 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<br>NON-VOTES | |
|---|---|---|---|---|
| Gerard J. Arpey | 678,182,804 | 34,979,276 | 1,256,776 | 136,784,376 |
| Ari Bousbib | 687,027,891 | 26,127,656 | 1,263,309 | 136,784,376 |
| Jeffery H. Boyd | 635,733,455 | 76,963,657 | 1,721,744 | 136,784,376 |
| Gregory D. Brenneman | 690,376,261 | 22,635,618 | 1,406,977 | 136,784,376 |
| J. Frank Brown | 682,433,521 | 30,730,527 | 1,254,808 | 136,784,376 |
| Edward P. Decker | 666,232,106 | 46,581,828 | 1,604,922 | 136,784,376 |
| Wayne M. Hewett | 695,245,812 | 17,928,547 | 1,244,497 | 136,784,376 |
| Manuel Kadre | 704,899,905 | 8,241,776 | 1,277,175 | 136,784,376 |
| Stephanie C. Linnartz | 706,078,640 | 7,096,080 | 1,244,136 | 136,784,376 |
| Paula Santilli | 684,829,129 | 28,411,828 | 1,177,899 | 136,784,376 |
| Caryn Seidman-Becker | 683,994,391 | 29,197,163 | 1,227,302 | 136,784,376 |
Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2025 was ratified.
| FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTE |
|---|---|---|---|
| 805,254,469 | 44,321,247 | 1,627,516 | N/A |
Proposal 3: An advisory vote on executive compensation (“Say-on-Pay”) was approved.
| FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTE |
|---|---|---|---|
| 658,765,624 | 52,294,385 | 3,358,847 | 136,784,376 |
Proposal 4: A shareholder proposal regarding disclosure of director donations was not approved.
| FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTE |
|---|---|---|---|
| 10,278,837 | 700,624,730 | 3,515,289 | 136,784,376 |
Proposal 5: A shareholder proposal regarding a political contributions congruency analysis was not approved.
| FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTE |
|---|---|---|---|
| 84,238,792 | 622,398,335 | 7,781,729 | 136,784,376 |
Proposal 6: A shareholder proposal regarding a corporate giving report was not approved.
| FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTE |
|---|---|---|---|
| 13,232,565 | 692,313,121 | 8,873,170 | 136,784,376 |
Proposal 7: A shareholder proposal regarding a report on respecting workforce civil liberties was not approved.
| FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTE |
|---|---|---|---|
| 13,490,201 | 692,297,179 | 8,631,476 | 136,784,376 |
Proposal 8: A shareholder proposal regarding a biodiversity impact and dependency assessment was not approved.
| FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTE |
|---|---|---|---|
| 112,113,932 | 582,984,310 | 19,320,614 | 136,784,376 |
Proposal 9: A shareholder proposal regarding enhancements to the Company’s clawback policy was not approved.
| FOR | AGAINST | ABSTAIN | BROKER<br>NON-VOTE |
|---|---|---|---|
| 214,221,402 | 497,089,207 | 3,108,247 | 136,784,376 |
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 22, 2024 | By: | /s/ Teresa Wynn Roseborough |
| Name: | Teresa Wynn Roseborough | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
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