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Lowe’s (NYSE: LOW) holders approve pay, auditor, reject ESG proposals

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

Rhea-AI Filing Summary

Lowe’s Companies, Inc. reported the results of its annual shareholder meeting held on May 29, 2026. Shareholders elected all 12 director nominees, each receiving more than 403 million votes in favor, with additional broker non-votes recorded on each item.

Investors approved the advisory vote on named executive officer compensation for fiscal 2025, with 402,276,204 votes for and 20,533,707 against. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026 by 474,587,395 votes for and 28,990,734 against.

Three shareholder proposals did not pass. A proposal seeking an independent board chairman received 83,841,188 votes for and 338,320,207 against. Proposals requesting reports on the Company’s plastic packaging footprint and on risks of sharing customer data with third parties also failed to gain majority support.

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.
Director votes (example) 420,468,719 votes for Election of director Navdeep Gupta at May 29, 2026 meeting
Say-on-pay support 402,276,204 votes for Advisory vote on named executive officer compensation, fiscal 2025
Auditor ratification support 474,587,395 votes for Ratification of Deloitte & Touche LLP for fiscal 2026
Independent chair proposal votes 83,841,188 votes for Shareholder proposal for independent board chairman
Plastic packaging report votes 74,620,520 votes for Shareholder proposal on plastic packaging footprint disclosure
Customer data risk report votes 38,182,128 votes for Shareholder proposal on customer data-sharing risk report
broker non-votes financial
"VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES Raul Alvarez | 403,491,808..."
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.
advisory vote financial
"Proposal 2: Advisory vote to approve the Company’s named executive officer compensation..."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026"
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.
shareholder proposal financial
"Proposal 4: Shareholder Proposal requesting an independent board chairman"
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.
independent board chairman financial
"Shareholder Proposal requesting an independent board chairman"
plastic packaging footprint financial
"Shareholder Proposal requesting a report describing how the Company could disclose its plastic packaging footprint"
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LOWES COMPANIES INC0000060667false00000606672026-05-292026-05-29

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 29, 2026
lowesgraphicimage01.jpg
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
North Carolina1-789856-0578072
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(I.R.S. Employer
 Identification No.)

1000 Lowes Blvd., Mooresville, NC
28117
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
(704) 758-1000
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 Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.50 per shareLOWNew 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 5.07    Submission of Matters to a Vote of Security Holders.
Lowe’s Companies, Inc. (the “Company”) held its annual meeting of shareholders on May 29, 2026 (the “Annual Meeting”). For more information on the proposals submitted to shareholders at the Annual Meeting, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2026. Set forth below are the final voting results for each of the proposals submitted to the Company’s shareholders at the Annual Meeting.

Proposal 1: Election of Directors
VOTES FORVOTES WITHHELDBROKER NON-VOTES
Raul Alvarez403,491,80820,601,14080,202,452
Scott H. Baxter417,503,5576,589,39180,202,452
Sandra B. Cochran415,325,2558,767,69380,202,452
Laurie Z. Douglas414,086,33010,006,61880,202,452
Richard W. Dreiling403,363,80720,729,14180,202,452
Marvin R. Ellison405,224,32618,868,62280,202,452
Navdeep Gupta420,468,7193,624,22980,202,452
Brian C. Rogers416,432,1077,660,84180,202,452
Bertram L. Scott412,695,83411,397,11480,202,452
Lawrence Simkins418,819,1435,273,80580,202,452
Colleen Taylor419,164,4024,928,54680,202,452
Mary Beth West419,385,8814,707,06780,202,452
Proposal 2: Advisory vote to approve the Company’s named executive officer compensation in fiscal 2025
VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
402,276,20420,533,7071,283,03780,202,452
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026
VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
474,587,39528,990,734717,271N/A
Proposal 4: Shareholder Proposal requesting an independent board chairman
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
83,841,188
338,320,207
1,931,553
80,202,452

Proposal 5: Shareholder Proposal requesting a report describing how the Company could disclose its plastic packaging footprint
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
74,620,520
344,546,720
4,925,708
80,202,452

Proposal 6: Shareholder Proposal requesting a report on risks of sharing customer data with third parties

VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
38,182,128
380,809,009
5,101,811
80,202,452





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.
 
LOWE’S COMPANIES, INC.
Date: June 2, 2026By:/s/ Juliette W. Pryor
Name:Juliette W. Pryor
Title:Executive Vice President, Chief Legal Officer
and Corporate Secretary


FAQ

What did Lowe’s (LOW) shareholders decide at the May 29, 2026 annual meeting?

Shareholders elected all 12 director nominees and approved executive pay and the auditor. Three shareholder proposals on board independence, plastic packaging disclosure, and customer data-sharing risks did not receive majority support and therefore were not adopted.

Was Lowe’s (LOW) executive compensation approved by shareholders for fiscal 2025?

Yes. The advisory vote on named executive officer compensation received 402,276,204 votes for and 20,533,707 against. This non-binding vote indicates shareholder support for Lowe’s executive pay program for fiscal 2025 as described in the company’s definitive proxy statement.

Did Lowe’s (LOW) shareholders ratify Deloitte & Touche as the 2026 auditor?

Yes. Shareholders ratified Deloitte & Touche LLP as Lowe’s independent registered public accounting firm for fiscal 2026 with 474,587,395 votes for, 28,990,734 against, and 717,271 abstentions. No broker non-votes were recorded on this ratification proposal.

What happened to the Lowe’s (LOW) shareholder proposal for an independent board chairman?

The proposal requesting an independent board chairman received 83,841,188 votes for and 338,320,207 votes against, with 1,931,553 abstentions. Because it did not obtain a majority of votes cast, the proposal was not approved by shareholders at the meeting.

How did Lowe’s (LOW) shareholders vote on the plastic packaging footprint report proposal?

Shareholders voted against the proposal requesting a report on how Lowe’s could disclose its plastic packaging footprint. It received 74,620,520 votes for, 344,546,720 against, and 4,925,708 abstentions, so it did not achieve majority support and was not adopted.

What was the outcome of the Lowe’s (LOW) proposal on customer data-sharing risk reporting?

The shareholder proposal asking for a report on risks of sharing customer data with third parties did not pass. It received 38,182,128 votes for, 380,809,009 against, and 5,101,811 abstentions, along with 80,202,452 broker non-votes noted in the results.

Filing Exhibits & Attachments

3 documents