Lowe’s (LOW) Proxy filing summary

Executive summary

• Achieved $86.3B in sales, 11.8% operating margin, and returned $2.6B in dividends in 2025.

• Advanced Total Home strategy, focusing on Pro and DIY customers, online sales, and two key acquisitions (ADG and FBM).

• Board and management emphasize operational excellence, workforce investment, and shareholder engagement.

• Outperformed peer group in total shareholder return over 1-, 3-, and 5-year periods.

Voting matters and shareholder proposals

• Shareholders to vote on election of 12 directors, say-on-pay for 2025 executive compensation, ratification of Deloitte & Touche LLP as auditor, and three shareholder proposals (independent board chair, plastics report, data privacy report).

• Board recommends voting for directors, say-on-pay, and auditor ratification, but against all three shareholder proposals.

Board of directors and corporate governance

• Board comprises 12 members, 11 of whom are independent; 33% women, 50% racially/ethnically diverse.

• Board committees (Audit, Compensation, Nominating and Governance, Sustainability, Technology) are fully independent.

• Annual board and committee evaluations, robust director onboarding, and ongoing education.

• Lead Independent Director has significant oversight responsibilities.

• Shareholder rights include proxy access, special meeting rights, and annual director elections.