Date of Report (Date of Earliest Event Reported): May 18, 2023
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
__________________
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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by The Home Depot, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on May 23, 2023 (the “Original Form 8-K”). The Original Form 8-K was filed to report the results of the Company’s 2023 Annual Meeting of Shareholders held on May 18, 2023 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to the frequency of future shareholder advisory votes regarding the compensation of the Company’s named executive officers (“Say-on-Pay votes”). Except as set forth herein, no other changes have been made to the Original Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Consistent with the recommendation of the Company’s Board of Directors, a majority of the votes at the Annual Meeting were cast in favor of conducting advisory Say-on-Pay votes on an annual basis. The Company has considered these voting results and determined, consistent with the recommendation of the Company’s Board of Directors, that the Company will conduct annual Say-on-Pay votes until the next shareholder advisory vote regarding the frequency of Say-on-Pay votes.
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: July 13, 2023
By:
/s/ Teresa Wynn Roseborough
Name:
Teresa Wynn Roseborough
Title:
Executive Vice President, General Counsel and Corporate Secretary
