Lowe’s (LOW) Proxy Filing summary

Executive summary

• Delivered solid operating performance in 2024 with $83.7B in sales, $9.6B cash flow, and 12.5% operating margin despite a challenging macroeconomic environment.

• Returned $6.5B to shareholders in 2024 through dividends and share repurchases, maintaining a disciplined capital allocation strategy.

• Updated the Total Home strategy to focus on Pro customers, online sales, expanded home services, loyalty programs, and space productivity.

• Invested over $4B in incremental wages and share-based compensation for frontline associates since 2018, with a $15/hour starting wage in 2024.

• Engaged with shareholders representing over 75% of institutionally-held shares to inform governance, compensation, and sustainability practices.

Voting matters and shareholder proposals

• Shareholders will vote to elect 12 director nominees, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as the independent auditor for 2025.

• Board recommends voting FOR all director nominees and proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 18, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• 11 of 12 director nominees are independent; 67% are diverse, including 50% people of color and 33% women.

• Board committees (Audit, Compensation, Nominating and Governance, Sustainability, Technology) are composed solely of independent directors.

• Annual board, committee, and individual director evaluations are conducted to ensure effectiveness and alignment with strategy.

• Board leadership structure includes a combined Chairman/CEO and a Lead Independent Director with robust responsibilities.

• Board actively oversees strategy, risk, workforce management, ESG, and succession planning.