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[8-K] BEST BUY CO INC Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Best Buy Co., Inc. reported voting results from its Regular Meeting of Shareholders held on June 12, 2026. Shareholders of record on April 13, 2026, representing 192,047,934 of 210,695,187 common shares, were present in person or by proxy, establishing a quorum.

All 13 director nominees, including CEO Corie S. Barry, were elected for one-year terms, each receiving substantially more votes "for" than "against." Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 30, 2027.

In an advisory, non-binding vote, shareholders approved the company’s executive compensation program. A shareholder proposal titled “Report on Risks of Non-Fiduciary Executive Compensation Metrics” was rejected, while another proposal, “Sustainability ROI Report,” was not voted upon because the proponent or a representative did not appear to present it.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 210,695,187 shares Common stock issued and outstanding as of April 13, 2026 record date
Shares represented 192,047,934 shares Shares present in person or by proxy at June 12, 2026 meeting (quorum)
Votes for auditor 178,210,655 votes Votes in favor of ratifying Deloitte & Touche LLP for fiscal year ending January 30, 2027
Votes for say-on-pay 156,029,981 votes For votes on non-binding advisory approval of executive compensation
Votes for comp-metrics proposal 2,717,793 votes For votes on “Report on Risks of Non-Fiduciary Executive Compensation Metrics” shareholder proposal
Votes against comp-metrics proposal 172,239,179 votes Against votes on “Report on Risks of Non-Fiduciary Executive Compensation Metrics” shareholder proposal
Votes for Corie S. Barry 174,219,448 votes For votes in director election of Corie S. Barry
quorum financial
"The holders of 192,047,934 shares of common stock were represented either in person or by proxy at the Meeting, which constituted a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Broker Non-Vote financial
"For | | Against | | Abstain | | Broker Non-Vote 2,717,793 | | 172,239,179 | | 1,069,453 | | 16,021,509"
independent registered public accounting firm financial
"The appointment of Deloitte & Touche LLP as the registrant’s independent registered public accounting firm for the fiscal year ending January 30, 2027, was ratified"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory vote financial
"The proposal relating to the non-binding advisory vote to approve the executive compensation of the registrant was approved by shareholders"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
shareholder proposal financial
"The shareholder proposal entitled “Report on Risks of Non-Fiduciary Executive Compensation Metrics,” was rejected by shareholders"
A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.
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Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) June 12, 2026
BestBuy_Logo_Primary_RGB-1280x1280.jpg
BEST BUY CO., INC.
(Exact name of registrant as specified in its charter)
Minnesota1-959541-0907483
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
7601 Penn Avenue South
Richfield, Minnesota
55423
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (612) 291-1000
N/A
(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:
¨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 classTrading symbolName of exchange on which registered
Common Stock, $0.10 par value per shareBBYNew 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 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2026, Best Buy Co., Inc. (the “registrant”) held its Regular Meeting of Shareholders (the “Meeting”). At the close of business on April 13, 2026, the record date for the determination of shareholders to vote at the Meeting, there were 210,695,187 shares of common stock of the registrant issued and outstanding. The holders of 192,047,934 shares of common stock were represented either in person or by proxy at the Meeting, which constituted a quorum.
The final results of the votes of the shareholders of the registrant are set forth below:
1. Election of Directors. The following individuals were elected as directors for a term of one year, based upon the following votes:

Director Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Vote
Corie S. Barry
 
174,219,448
 
1,435,568
 
371,409
 
16,021,509
Lisa M. Caputo
 
169,214,311
 
6,445,797
 
366,317
 
16,021,509
Meghan C. Frank

151,714,690

23,937,869

373,866

16,021,509
A. Dylan Jadeja

174,568,714

1,075,796

381,915

16,021,509
David W. Kenny
 
171,567,526
 
4,087,708
 
371,191
 
16,021,509
David C. Kimbell

171,080,295

4,569,542

376,588

16,021,509
Mario J. Marte
171,924,438
3,721,006
380,981
16,021,509
Karen A. McLoughlin
 
172,747,823
 
2,910,656
 
367,946
 
16,021,509
Claudia F. Munce

172,419,287

3,239,814

367,324

16,021,509
Richelle P. Parham

174,044,370

1,605,771

376,284

16,021,509
Steven E. Rendle

151,075,008

24,572,718

378,699

16,021,509
Sima D. Sistani

152,266,243

23,379,510

380,672

16,021,509
Melinda D. Whittington

151,096,604

24,552,830

376,991

16,021,509


2. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the registrant’s independent registered public accounting firm for the fiscal year ending January 30, 2027, was ratified based upon the following votes:

For
 
Against
 
Abstain
 
Broker Non-Vote
178,210,655
13,484,723
352,556
 
—


3. Advisory Vote on Executive Compensation. The proposal relating to the non-binding advisory vote to approve the executive compensation of the registrant was approved by shareholders based upon the following votes:

For
 
Against
 
Abstain
 
Broker Non-Vote
156,029,981
19,570,647
425,797
16,021,509

4. Vote on a Shareholder Proposal. The shareholder proposal entitled “Report on Risks of Non-Fiduciary Executive Compensation Metrics,” was rejected by shareholders based upon the following votes:

For
 
Against
 
Abstain
 
Broker Non-Vote
2,717,793
172,239,179
1,069,453
16,021,509


5. Vote on a Shareholder Proposal. The shareholder proposal entitled “Sustainability ROI Report,” was not voted upon at the Annual Meeting because neither the proponent, nor a qualified representative of the proponent, appeared at the Annual Meeting to present the proposal.





For additional information regarding the registrant, see the registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2026, and Proxy Statement dated April 30, 2026. Best Buy's Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the registrant.









SIGNATURES
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.
BEST BUY CO., INC.
(Registrant)
Date: June 17, 2026By:/s/ TODD G. HARTMAN
Todd G. Hartman
Executive Vice President, Chief Legal and Risk Officer and Secretary




Source: View Original Filing on SEC EDGAR

FAQ

What happened at Best Buy (BBY)'s June 12, 2026 shareholder meeting?

Best Buy held its Regular Meeting of Shareholders on June 12, 2026. Shareholders elected all 13 director nominees, ratified Deloitte & Touche LLP as auditor, approved executive compensation on an advisory basis, and rejected a shareholder proposal on non-fiduciary executive compensation metrics.

How many Best Buy (BBY) shares were eligible and represented at the 2026 meeting?

There were 210,695,187 common shares issued and outstanding on the April 13, 2026 record date. At the meeting, holders of 192,047,934 shares were represented in person or by proxy, which constituted a quorum for conducting business.

Did Best Buy (BBY) shareholders approve the company’s executive compensation in 2026?

Yes, shareholders approved Best Buy’s executive compensation in an advisory vote. The proposal received 156,029,981 votes for, 19,570,647 against, and 425,797 abstentions, with 16,021,509 broker non-votes recorded, indicating overall support for the pay program disclosed to investors.

Which auditing firm did Best Buy (BBY) shareholders ratify for fiscal 2027?

Shareholders ratified Deloitte & Touche LLP as Best Buy’s independent registered public accounting firm. The ratification received 178,210,655 votes for, 13,484,723 against, and 352,556 abstentions for the fiscal year ending January 30, 2027.

How did Best Buy (BBY) shareholders vote on the ‘Non-Fiduciary Executive Compensation Metrics’ proposal?

Shareholders rejected the proposal on risks of non-fiduciary executive compensation metrics. It received 2,717,793 votes for and 172,239,179 against, with 1,069,453 abstentions and 16,021,509 broker non-votes, showing strong opposition to the requested additional reporting.

Why was the ‘Sustainability ROI Report’ shareholder proposal not voted at Best Buy (BBY)?

The ‘Sustainability ROI Report’ proposal was not voted upon at the meeting. Neither the proponent nor a qualified representative appeared at the Annual Meeting to present the proposal, so it was not brought to a vote under the meeting procedures.

Filing Exhibits & Attachments

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