Lowes Companies Inc DEFR14A, filed May 5, 2021
Lowes Companies Inc (LOW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 | |
LOWE’S COMPANIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Explanatory Note
On April 15, 2021, Lowe’s Companies, Inc. (the “Company”) filed its definitive proxy statement (the “Proxy Statement”) for the 2021 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held virtually via live audio webcast at 10:00 a.m., Eastern Time, on Friday, May 28, 2021. The Company recently determined that the supporting statement to Proposal 4, a shareholder proposal, included in the Proxy Statement as originally filed inadvertently does not reflect minor revisions that the shareholder proponent submitted to the Company after his initial submission of the proposal. This filing sets forth in full Proposal 4 with the revised supporting statement and the Statement of the Company’s Board of Directors opposing the shareholder proposal. The first paragraph of Proposal 4, which appears below and sets forth the text of the shareholder’s proposal, was not revised and is the same as set forth in the Proxy Statement, and the Board of Director’s statement opposing this shareholder proposal is the same as set forth in the Proxy Statement.
Proposal 4: Shareholder Proposal Regarding Amending the Company’s Proxy Access Bylaw to Remove Shareholder Aggregation Limits
John Chevedden has informed the Company that he intends to present the proposal set forth below for consideration at the Annual Meeting.
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2021 ANNUAL MEETING OF SHAREHOLDERS | 1 |
Lowe’s Board of Directors’ Statement OPPOSING this shareholder proposal.
| 2 | 2021 ANNUAL MEETING OF SHAREHOLDERS |
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Summary
The Board continues to believe that the current proxy access bylaw provides a meaningful opportunity for our shareholders to nominate directors and is in line with current market practices. Our robust shareholder engagement program provides multiple opportunities for our shareholders to communicate directly with the Board. In light of these practices, the Board believes that adoption of this proposal is not advisable. Lowe’s welcomes continued engagement with shareholders on these issues.
Upon receiving an oral or written request, the Company will promptly provide each shareholder proponent’s address and number of voting securities held.
| The Board of Directors unanimously recommends a vote “AGAINST” this shareholder proposal. |
Except as described above, this filing does not modify or update any disclosures presented in the Proxy Statement. From and after the date of this filing, any references to the “Proxy Statement” are to the Proxy Statement as amended hereby. Shareholders who have already voted need not take any action, but may if they wish to change or revoke their vote by following the steps described on page 66 of the Proxy Statement. Shareholders who have not voted are encouraged to vote as soon as possible.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 28, 2021: This filing, the Notice of 2021 Annual Meeting of Shareholders, Proxy Statement and 2020 Annual Report to Shareholders are available at www.proxyvote.com.
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2021 ANNUAL MEETING OF SHAREHOLDERS | 3 |