Date of Report (Date of Earliest Event Reported): February 24, 2022
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
1-8207
95-3261426
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2455 Paces Ferry Road, Atlanta, Georgia30339
(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):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.05 Par Value Per Share
HD
New York Stock Exchange
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2022, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors of The Home Depot, Inc. (the “Company’) elected Ms. Paula Santilli and Ms. Caryn Seidman-Becker as directors of the Company effective March 1, 2022. The Board also appointed Ms. Santilli to serve on the Nominating and Corporate Governance Committee and the Finance Committee of the Board, and Ms. Seidman-Becker to serve on the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee of the Board, in each case effective March 1, 2022. The Board has determined that Ms. Santilli and Ms. Seidman-Becker are “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines. Ms. Santilli and Ms. Seidman-Becker will each participate in the standard non-employee director compensation arrangements described in the Company’s 2021 proxy statement, filed with the Securities and Exchange Commission on April 5, 2021.
A copy of the press release announcing Ms. Santilli’s and Ms. Seidman-Becker’s election is attached hereto as Exhibit 99.1.
The cover page of this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
2
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: February 24, 2022
By:
/s/ Teresa Wynn Roseborough
Name:
Teresa Wynn Roseborough
Title:
Executive Vice President, General Counsel and Corporate Secretary