8-K
filed May 26, 2026, 9:19 AM ET
ticker HD
CIK 0000354950
other material
confidence high
sentiment neutral
materiality 0.40
Home Depot shareholders approve charter amendments adding officer exculpation, elect all directors
HOME DEPOT, INC.
- Amendment to Charter eliminates monetary liability of certain officers under Delaware law, effective May 21, 2026.
- All 12 director nominees elected, including CEO Edward P. Decker (677M votes for).
- KPMG LLP ratified as independent auditor for FY ending Jan 31, 2027 (801M for, 47.5M against).
- Advisory say-on-pay approved with 671M votes for; nine shareholder proposals all defeated.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
HOME DEPOT, INC.: Shareholders approved amendments to the Amended and Restated Certificate of Incorporation to add officer exculpation and implement miscellaneous amendments (effective 2026-05-21).
- Change
- charter amendment
- Effective
- 2026-05-21
Exact text from the filing
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 Commi
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders rejected A shareholder proposal regarding an independent board chair was not approved. at the 2026-05-21 meeting.
- Outcome
- failed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders approved The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified. at the 2026-05-21 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders rejected A shareholder proposal regarding a report on customer data privacy risks was not approved. at the 2026-05-21 meeting.
- Outcome
- failed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders approved The advisory vote to approve executive compensation as set forth in the 2026 Proxy Statement was approved. at the 2026-05-21 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders approved 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 at the 2026-05-21 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders rejected A shareholder proposal regarding a report on packaging policies for plastics was not approved. at the 2026-05-21 meeting.
- Outcome
- failed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders rejected A shareholder proposal regarding a report on discrimination in charitable support was not approved. at the 2026-05-21 meeting.
- Outcome
- failed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders rejected A shareholder proposal regarding a report on sufficiency of associates’ access to healthcare was not approved. at the 2026-05-21 meeting.
- Outcome
- failed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders rejected A shareholder proposal regarding a biodiversity impact and dependency assessment was not approved. at the 2026-05-21 meeting.
- Outcome
- failed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders approved The Company’s proposal regarding the implementation of miscellaneous amendments to the Company’s Charter was approved. at the 2026-05-21 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders rejected A shareholder proposal regarding the evaluation of the recycling-related plastics targets was not approved. at the 2026-05-21 meeting.
- Outcome
- failed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
HOME DEPOT, INC. shareholders approved The Company’s proposal regarding the adoption of an amendment to the Company’s Charter to add officer exculpation was approved. at the 2026-05-21 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-21
Exact text from the filing
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
View on SEC.gov
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