Date of Report (Date of Earliest Event Reported): May 18, 2023
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
__________________
Delaware
1-8207
95-3261426
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2455 Paces Ferry Road, Atlanta, Georgia30339
(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 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
2
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
3
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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