Home Depot Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 21, 2026
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THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(770 ) 433-8211
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The 2026 Annual Meeting of Shareholders of The Home Depot, Inc. (the “Company”) was held on May 21, 2026 (the “2026 Annual Meeting”), at which the Company’s shareholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to: (i) eliminate the monetary liability of certain officers in circumstances similar to, but more limited than, the protections that the Charter already affords to members of the Company’s Board of Directors, as permitted by Delaware law; and (ii) approve the implementation of miscellaneous amendments to the Company’s Charter (collectively, the “Proposed Amendments”).
The Proposed Amendments are described in detail under “Item 4: Company Proposal to Approve the Adoption of an Amendment to the Charter to Add Officer Exculpation” and “Item 5: Company Proposal to Approve the Implementation of Miscellaneous Amendments to the Charter” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026 (the “2026 Proxy Statement”). The description of the Proposed Amendments is qualified in its entirety by reference to the full text of the certificate of incorporation, as amended by the Proposed Amendments (the “Restated Charter”), which is filed as Exhibit 3.1 hereto and incorporated herein by reference. The Restated Charter became effective upon its filing with the Secretary of State of the State of Delaware on May 21, 2026.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting, the Company’s shareholders voted on the matters set forth below. Below are the final vote results from the 2026 Annual Meeting.
Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors for one-year terms expiring at the next annual meeting of shareholders:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||
| Gerard J. Arpey | 702,196,749 | 15,710,528 | 1,118,494 | 130,876,592 | |||||||||||||||||||
| Ari Bousbib | 691,613,904 | 26,299,750 | 1,112,117 | 130,876,592 | |||||||||||||||||||
| Jeffery H. Boyd | 655,391,197 | 62,548,294 | 1,086,280 | 130,876,592 | |||||||||||||||||||
| Gregory D. Brenneman | 696,091,718 | 21,854,913 | 1,079,140 | 130,876,592 | |||||||||||||||||||
| J. Frank Brown | 683,033,820 | 34,895,036 | 1,096,915 | 130,876,592 | |||||||||||||||||||
| Edward P. Decker | 677,453,724 | 37,677,735 | 3,894,312 | 130,876,592 | |||||||||||||||||||
| Wayne M. Hewett | 685,104,518 | 32,860,006 | 1,061,247 | 130,876,592 | |||||||||||||||||||
| Manuel Kadre | 713,560,939 | 4,339,500 | 1,125,332 | 130,876,592 | |||||||||||||||||||
| Stephanie C. Linnartz | 713,542,818 | 4,416,668 | 1,066,285 | 130,876,592 | |||||||||||||||||||
| Paula A. Santilli | 706,880,819 | 10,597,933 | 1,547,019 | 130,876,592 | |||||||||||||||||||
| Caryn Seidman-Becker | 702,460,806 | 15,004,501 | 1,560,464 | 130,876,592 | |||||||||||||||||||
| Asha Sharma | 710,478,385 | 7,419,441 | 1,127,945 | 130,876,592 | |||||||||||||||||||
Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 801,070,887 | 47,512,324 | 1,319,152 | N/A | |||||||||||||||||
Proposal 3: The advisory vote to approve executive compensation as set forth in the 2026 Proxy Statement was approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 671,264,064 | 44,192,869 | 3,568,838 | 130,876,592 | |||||||||||||||||
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Proposal 4: The Company’s proposal regarding the adoption of an amendment to the Company’s Charter to add officer exculpation was approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 643,779,255 | 73,036,610 | 2,209,906 | 130,876,592 | |||||||||||||||||
Proposal 5: The Company’s proposal regarding the implementation of miscellaneous amendments to the Company’s Charter was approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 706,316,924 | 10,334,366 | 2,374,481 | 130,876,592 | |||||||||||||||||
Proposal 6: A shareholder proposal regarding the evaluation of the recycling-related plastics targets was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 6,094,427 | 703,282,325 | 9,649,019 | 130,876,592 | |||||||||||||||||
Proposal 7: A shareholder proposal regarding a report on packaging policies for plastics was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 123,822,119 | 586,814,951 | 8,388,701 | 130,876,592 | |||||||||||||||||
Proposal 8: A shareholder proposal regarding a report on customer data privacy risks was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 62,948,880 | 645,876,261 | 10,200,630 | 130,876,592 | |||||||||||||||||
Proposal 9: A shareholder proposal regarding an independent board chair was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 186,314,484 | 529,442,336 | 3,268,951 | 130,876,592 | |||||||||||||||||
Proposal 10: A shareholder proposal regarding a biodiversity impact and dependency assessment was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 101,565,129 | 608,334,900 | 9,125,742 | 130,876,592 | |||||||||||||||||
Proposal 11: A shareholder proposal regarding a report on sufficiency of associates’ access to healthcare was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 57,856,691 | 651,068,729 | 10,100,351 | 130,876,592 | |||||||||||||||||
Proposal 12: A shareholder proposal regarding a report on discrimination in charitable support was not approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 6,329,736 | 703,080,320 | 9,615,715 | 130,876,592 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE HOME DEPOT, INC. | ||||||||
| Date: May 26, 2026 | By: | /s/ Teresa Wynn Roseborough | ||||||
| Name: | Teresa Wynn Roseborough | |||||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||||
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