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Home Depot (HD) investors back charter changes, board slate and KPMG at 2026 meeting

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(High)
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8-K

Rhea-AI Filing Summary

The Home Depot, Inc. reported results from its 2026 annual shareholder meeting. Shareholders approved amendments to the company’s certificate of incorporation, including adding limited officer exculpation consistent with Delaware law and other miscellaneous charter updates, which became effective upon filing on May 21, 2026.

All 12 director nominees were elected to one-year terms, and shareholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027. The advisory vote on executive compensation passed, and company-sponsored charter proposals on officer exculpation and miscellaneous amendments were both approved by wide margins.

Several shareholder proposals on topics including plastics-related recycling targets, packaging policies, customer data privacy, an independent board chair, biodiversity assessment, access to healthcare, and charitable support practices did not receive sufficient support and were not approved.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Charter officer exculpation vote 643,779,255 for / 73,036,610 against Proposal 4 to add officer exculpation to the charter
Say-on-pay vote 671,264,064 for / 44,192,869 against Advisory vote on executive compensation
Auditor ratification vote 801,070,887 for / 47,512,324 against Ratification of KPMG LLP for FY ending Jan. 31, 2027
Miscellaneous charter amendments vote 706,316,924 for / 10,334,366 against Proposal 5 miscellaneous charter amendments
Independent board chair proposal vote 186,314,484 for / 529,442,336 against Shareholder Proposal 9 on independent board chair
Plastics recycling targets proposal vote 6,094,427 for / 703,282,325 against Shareholder Proposal 6 on recycling-related plastics targets
Customer data privacy proposal vote 62,948,880 for / 645,876,261 against Shareholder Proposal 8 on customer data privacy risks
Biodiversity assessment proposal vote 101,565,129 for / 608,334,900 against Shareholder Proposal 10 on biodiversity impact assessment
officer exculpation regulatory
"to approve the adoption of an amendment to the Charter to add officer exculpation"
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
Restated Certificate of Incorporation regulatory
"the full text of the certificate of incorporation, as amended by the Proposed Amendments (the “Restated Charter”)"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.
independent registered public accounting firm financial
"the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027"
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.
broker non-votes financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false00003549501/3100003549502026-05-212026-05-21

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): May 21, 2026
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
 __________________
Delaware1-820795-3261426
(State or Other Jurisdiction
of Incorporation)		  (Commission
File Number)		  (IRS Employer
Identification No.)
2455 Paces Ferry Road, Atlanta, Georgia 30339
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.05 Par Value Per ShareHDNew 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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 Commission on April 7, 2026 (the “2026 Proxy Statement”). The description of the Proposed Amendments is qualified in its entirety by reference to the full text of the certificate of incorporation, as amended by the Proposed Amendments (the “Restated Charter”), which is filed as Exhibit 3.1 hereto and incorporated herein by reference. The Restated Charter became effective upon its filing with the Secretary of State of the State of Delaware on May 21, 2026.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, the Company’s shareholders voted on the matters set forth below. Below are the final vote results from the 2026 Annual Meeting.
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:
FORAGAINSTABSTAINBROKER
NON-VOTES
Gerard J. Arpey702,196,74915,710,5281,118,494130,876,592
Ari Bousbib691,613,90426,299,7501,112,117130,876,592
Jeffery H. Boyd655,391,19762,548,2941,086,280130,876,592
Gregory D. Brenneman696,091,71821,854,9131,079,140130,876,592
J. Frank Brown683,033,82034,895,0361,096,915130,876,592
Edward P. Decker677,453,72437,677,7353,894,312130,876,592
Wayne M. Hewett685,104,51832,860,0061,061,247130,876,592
Manuel Kadre713,560,9394,339,5001,125,332130,876,592
Stephanie C. Linnartz713,542,8184,416,6681,066,285130,876,592
Paula A. Santilli706,880,81910,597,9331,547,019130,876,592
Caryn Seidman-Becker702,460,80615,004,5011,560,464130,876,592
Asha Sharma710,478,3857,419,4411,127,945130,876,592
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.
FORAGAINSTABSTAINBROKER
NON-VOTE
801,070,88747,512,3241,319,152N/A
Proposal 3: The advisory vote to approve executive compensation as set forth in the 2026 Proxy Statement was approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
671,264,06444,192,8693,568,838130,876,592
2

Proposal 4: The Company’s proposal regarding the adoption of an amendment to the Company’s Charter to add officer exculpation was approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
643,779,25573,036,6102,209,906130,876,592
Proposal 5: The Company’s proposal regarding the implementation of miscellaneous amendments to the Company’s Charter was approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
706,316,92410,334,3662,374,481130,876,592
Proposal 6: A shareholder proposal regarding the evaluation of the recycling-related plastics targets was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
6,094,427703,282,3259,649,019130,876,592
Proposal 7: A shareholder proposal regarding a report on packaging policies for plastics was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
123,822,119586,814,9518,388,701130,876,592
Proposal 8: A shareholder proposal regarding a report on customer data privacy risks was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
62,948,880645,876,26110,200,630130,876,592
Proposal 9: A shareholder proposal regarding an independent board chair was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
186,314,484529,442,3363,268,951130,876,592
Proposal 10: A shareholder proposal regarding a biodiversity impact and dependency assessment was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
101,565,129608,334,9009,125,742130,876,592
Proposal 11: A shareholder proposal regarding a report on sufficiency of associates’ access to healthcare was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
57,856,691651,068,72910,100,351130,876,592
Proposal 12: A shareholder proposal regarding a report on discrimination in charitable support was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
6,329,736703,080,3209,615,715130,876,592
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
ExhibitDescription
3.1
Restated Certificate of Incorporation of The Home Depot, Inc., dated May 21, 2026
104Cover Page Interactive Data File (formatted as Inline XBRL).
3

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: May 26, 2026By:/s/ Teresa Wynn Roseborough
Name:Teresa Wynn Roseborough
     Title:Executive Vice President, General Counsel and Corporate Secretary
4

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did The Home Depot (HD) shareholders approve at the 2026 annual meeting?

Shareholders approved amendments to The Home Depot’s charter adding limited officer exculpation and other miscellaneous updates. These changes align certain officer protections with existing director protections and became effective when the Restated Certificate of Incorporation was filed on May 21, 2026.

Were all director nominees elected at The Home Depot (HD) 2026 annual meeting?

All 12 director nominees were elected by majority vote to one-year terms. Each nominee received hundreds of millions of votes in favor, with broker non-votes reported separately, confirming full board continuity for the coming year.

Did The Home Depot (HD) shareholders approve the 2026 say-on-pay executive compensation vote?

Yes, shareholders approved the advisory vote on executive compensation. The proposal received 671,264,064 votes for, 44,192,869 against, and 3,568,838 abstentions, with 130,876,592 broker non-votes recorded on the item.

Which of The Home Depot (HD) shareholder ESG and governance proposals were rejected in 2026?

Shareholders did not approve proposals on plastics recycling targets, packaging policies, customer data privacy, an independent board chair, biodiversity assessment, access to healthcare, or discrimination in charitable support. Each proposal received significantly more votes against than for, plus substantial broker non-votes.

Who is The Home Depot’s (HD) independent auditor for the fiscal year ending January 31, 2027?

KPMG LLP was ratified as The Home Depot’s independent registered public accounting firm. The appointment received 801,070,887 votes for, 47,512,324 against, and 1,319,152 abstentions, reflecting strong shareholder support for the company’s audit relationship.

When did The Home Depot’s Restated Certificate of Incorporation become effective?

The Restated Certificate of Incorporation, reflecting officer exculpation and miscellaneous charter amendments, became effective upon filing with the Secretary of State of Delaware on May 21, 2026. That filing followed shareholder approval at the 2026 annual meeting held the same day.

Filing Exhibits & Attachments

4 documents

Other Documents