The Home Depot (HD) Proxy filing summary

Executive summary

• Fiscal 2025 net sales rose 3.2% to $164.7B, but operating income fell 3.0% to $20.9B and net earnings declined 4.4% to $14.2B.

• $3.7B invested in capital expenditures and $9.2B returned to shareholders via dividends, with a 2.2% dividend increase.

• Board and management focused on core strategy: driving growth, enhancing customer experience, and winning with Pros.

• Five-year total shareholder return was 56.3%.

Voting matters and shareholder proposals

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

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

• 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 tenure and diverse backgrounds.

• Lead Director provides independent oversight; board committees are fully independent.

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

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