8-K
LOWES COMPANIES INC (LOW)
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 26, 2023
| LOWE’S COMPANIES, INC. | ||||
|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | North Carolina | 1-7898 | 56-0578072 | |
| --- | --- | --- | ||
| (State or other jurisdiction<br>of incorporation) | (Commission File<br>Number) | (IRS Employer<br> Identification No.) | ||
| 1000 Lowes Blvd., Mooresville, NC | 28117 | |||
| --- | --- | |||
| (Address of principal executive offices) | (Zip Code) | |||
| Registrant’s telephone number, including area code: | (704) 758-1000 |
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:
| ☐ | 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, par value $0.50 per share | LOW | 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.
Lowe’s Companies, Inc. (the “Company”) held its annual meeting of shareholders on May 26, 2023 (the “Annual Meeting”). For more information on the proposals submitted to shareholders at the Annual Meeting, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2023. Set forth below are the final voting results for each of the proposals submitted to the Company’s shareholders at the Annual Meeting.
Proposal 1: Election of Directors
| VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |
|---|---|---|---|
| Raul Alvarez | 419,297,947 | 24,009,012 | 87,413,479 |
| David H. Batchelder | 434,170,832 | 9,136,127 | 87,413,479 |
| Scott H. Baxter | 437,612,594 | 5,694,365 | 87,413,479 |
| Sandra B. Cochran | 439,261,146 | 4,045,813 | 87,413,479 |
| Laurie Z. Douglas | 437,716,141 | 5,590,818 | 87,413,479 |
| Richard W. Dreiling | 429,704,134 | 13,602,825 | 87,413,479 |
| Marvin R. Ellison | 416,893,324 | 26,413,635 | 87,413,479 |
| Daniel J. Heinrich | 436,930,183 | 6,376,776 | 87,413,479 |
| Brian C. Rogers | 433,178,416 | 10,128,543 | 87,413,479 |
| Bertram L. Scott | 429,160,525 | 14,146,434 | 87,413,479 |
| Colleen Taylor | 439,528,442 | 3,778,517 | 87,413,479 |
| Mary Beth West | 439,644,739 | 3,662,220 | 87,413,479 |
Proposal 2: Advisory approval of the Company’s named executive officer compensation in fiscal 2022
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|
| 406,562,749 | 35,113,614 | 1,630,596 | 87,413,479 |
Proposal 3: Advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|---|
| 435,396,432 | 1,133,732 | 5,868,667 | 908,128 | 87,413,479 |
Based on the voting results, the Board of Directors of the Company has adopted a policy that the Company will include an advisory shareholder vote on named executive officer compensation in the Company’s proxy materials every one year until the next required advisory vote on the frequency of shareholder votes on named executive officer compensation, which will occur no later than the Company’s annual meeting of shareholders in 2029.
Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2023
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|
| 504,374,914 | 25,631,495 | 714,029 | N/A |
Proposal 5: Shareholder proposal requesting an independent board chairman
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|
| 101,317,834 | 323,247,149 | 18,741,976 | 87,413,479 |
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.
| LOWE’S COMPANIES, INC. | ||
|---|---|---|
| Date: June 1, 2023 | By: | /s/ Juliette W. Pryor |
| Name: | Juliette W. Pryor | |
| Title: | Executive Vice President, Chief Legal Officer<br>and Corporate Secretary |