The Home Depot (HD) Proxy Filing summary

Executive summary

• Fiscal 2024 net sales rose 4.5% to $159.5B, with operating income at $21.5B and net earnings at $14.8B, despite macroeconomic headwinds and high interest rates.

• $8.9B was returned to shareholders via dividends and $0.6B via share repurchases, with repurchases paused in anticipation of the SRS acquisition.

• The SRS acquisition in June 2024 is expected to accelerate growth with professional customers.

• Board succession planning continued, with Asha Sharma, a technology executive, nominated as a new independent director.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, ratifying KPMG as auditor, an advisory say-on-pay vote, and three shareholder proposals: independent board chair, biodiversity assessment, and packaging policies for plastics.

• The Board recommends voting for all director nominees, KPMG ratification, and say-on-pay, but against all three shareholder proposals.

Board of directors and corporate governance

• 11 of 12 director nominees are independent; board committees are fully independent.

• Board leadership structure includes a combined Chair/CEO and a strong independent Lead Director.

• Board refreshment is ongoing, with an average director tenure of 9.1 years and recent additions focused on technology and operational excellence.

• Shareholders have rights to call special meetings, act by written consent, and proxy access for director nominations.