The Home Depot (HD) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, will be held virtually, allowing broad shareholder participation and electronic voting.

• Fiscal 2025 saw net sales rise 3.2% to $164.7B, operating income decrease 3% to $20.9B, and net earnings fall 4.4% to $14.2B; $9.2B was returned to shareholders via dividends.

• Strategic focus remains on driving core business, enhancing interconnected customer experiences, and expanding relationships with professional customers (Pros).

• Significant investments were made in associates, including increased equity awards for field leadership and ongoing training and development.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, ratifying KPMG as auditor, approving executive compensation (Say-on-Pay), and two amendments to the Certificate of Incorporation (officer exculpation and miscellaneous technical changes).

• Seven shareholder proposals are on the ballot, covering plastics recycling targets, packaging policies, customer data privacy, independent board chair, biodiversity assessment, associates' healthcare access, and discrimination in charitable support.

• The Board recommends voting for all company proposals and against all shareholder proposals.

Board of directors and corporate governance

• Board consists of 12 members, 92% independent, with a mix of tenures and diverse backgrounds; Lead Director is Gregory D. Brenneman.

• Board committees (Audit, Leadership Development and Compensation, Nominating and Corporate Governance, Finance) are fully independent and oversee key areas including risk, compensation, governance, and finance.

• Annual board and committee self-evaluations, director education, and succession planning are emphasized.

• Shareholders have rights to call special meetings, act by written consent, and nominate directors via proxy access.