Best Buy (BBY) Proxy Filing summary

Executive summary

• Achieved positive comparable sales in Q4 FY25, first since Q3 FY22, reflecting operational discipline and strategic investments in digital and in-store experiences.

• My Best Buy membership program reached nearly 8 million paid members, fueling data-driven initiatives like Best Buy Ads.

• Returned $1.3 billion to shareholders via repurchases and dividends; increased quarterly dividend for the 12th consecutive year.

• Employee engagement and retention reached record highs, with the lowest turnover in six years.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 11 directors, ratification of Deloitte & Touche LLP as auditor, advisory say-on-pay, and approval of Amendment No. 1 to the 2020 Omnibus Incentive Plan.

• Four shareholder proposals: right to act by written consent, request to cease CEI participation, report on LGBTQIA+ inclusion, and publish a climate transition plan; Board recommends voting against all four.

• Board recommends voting for all management proposals.

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; diverse in gender and ethnicity.

• Independent Chair; all committees are independent.

• Annual director elections, majority voting, no cumulative voting, no poison pill, and proxy access by-laws.

• Robust annual board, director, and CEO evaluation processes; director retirement policy at age 72.