Home Depot adopts new executive equity award agreements and amends bylaws for universal proxy rules

HOME DEPOT, INC.

New award agreements for executive officers adopted Feb 22, 2023, with updated non-competition/confidentiality provisions and government claim clarifications.
Bylaws amended effective Feb 23, 2023 to comply with SEC universal proxy card rules (Rule 14a-19) and update shareholder nomination procedures.
Amendments require nominating shareholders in election contests to use non-white proxy cards and solicit minimum share percentage per universal proxy rules.
Other bylaw updates include regulation of electronic devices at meetings, director consents under DGCL Section 116, and shareholder list availability under Section 219.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HOME DEPOT, INC.: Amended the bylaws to update procedures for director nominations and shareholder meetings, including compliance with SEC universal proxy card rules (effective 2023-02-23).

Change: bylaw amendment
Effective: 2023-02-23

Exact text from the filing

On February 23, 2023, as part of its periodic review of corporate governance matters and legal changes that have taken effect to the Delaware General Corporation Law (the “DGCL”) and the rules and regulations promulgated by the U.S. Securities Exchange and Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board approved and adopted amendments to the Company’s by-laws (as so amended and restated, the “By-Laws”), effective as of February 23, 2023.

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Source: SEC EDGAR

accession 0000354950-23-000051

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