The Home Depot (HD) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, with virtual participation available for shareholders.

• Shareholders are invited to vote on director elections, auditor ratification, executive compensation, amendments to the Certificate of Incorporation, and several shareholder proposals.

Voting matters and shareholder proposals

• Election of 12 directors is up for shareholder approval, with board recommending a vote for all nominees.

• Ratification of KPMG LLP as external auditor for fiscal 2026 is recommended.

• Advisory vote on executive compensation (say-on-pay) is recommended for approval.

• Board recommends approval of amendments to the Certificate of Incorporation, including officer exculpation and miscellaneous changes.

• Board recommends voting against shareholder proposals on plastics recycling targets, packaging policies, customer data privacy, independent board chair, biodiversity assessment, healthcare access, and discrimination in charitable support.

Board of directors and corporate governance

• Slate of 12 director nominees presented for election, including both independent and management members.

• Shareholder proposal for an independent board chair is opposed by the board.