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 23, 2019
__________________
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, 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 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 5.07.      Submission of Matters to a Vote of Security Holders.

The Company's 2019 Annual Meeting of Shareholders was held on May 23, 2019. Below are the final vote results from the meeting.
Proposal 1 : The following nominees were elected by majority vote to serve on the Board of Directors:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Gerard J. Arpey
777,733,080
 
3,480,827
 
1,276,907
 
202,562,396
Ari Bousbib
771,487,990
 
9,659,743
 
1,343,081
 
202,562,396
Jeffery H. Boyd
777,945,008
 
3,220,094
 
1,325,712
 
202,562,396
Gregory D. Brenneman
760,705,502
 
20,533,899
 
1,251,413
 
202,562,396
J. Frank Brown
778,112,173
 
3,079,941
 
1,298,700
 
202,562,396
Albert P. Carey
769,437,785
 
11,741,029
 
1,312,000
 
202,562,396
Helena B. Foulkes
723,431,896
 
53,625,783
 
5,433,135
 
202,562,396
Linda R. Gooden
778,489,135
 
2,603,370
 
1,398,309
 
202,562,396
Wayne M. Hewett
778,559,998
 
2,609,198
 
1,321,618
 
202,562,396
Manuel Kadre
775,881,931
 
4,991,051
 
1,617,832
 
202,562,396
Stephanie C. Linnartz
778,749,411
 
2,316,831
 
1,424,572
 
202,562,396
Craig A. Menear
744,961,173
 
32,163,265
 
5,366,376
 
202,562,396
Proposal 2 : The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2019 was ratified.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
951,521,651
 
31,360,445
 
2,171,114
 
N/A
Proposal 3 : An advisory vote on executive compensation ("Say-on-Pay") was approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
754,728,409
 
24,343,503
 
3,418,902
 
202,562,396
Proposal 4 : A shareholder proposal regarding EEO-1 disclosure was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
254,721,851
 
515,135,879
 
12,633,084
 
202,562,396
Proposal 5 : A shareholder proposal to reduce the threshold for calling special shareholder meetings was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
348,107,037
 
431,115,029
 
3,268,748
 
202,562,396
Proposal 6 : A shareholder proposal regarding a report on prison labor in the supply chain was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
233,029,727
 
536,316,122
 
13,144,965
 
202,562,396

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.
 
 
 
 
By:
  /s/ Teresa Wynn Roseborough
 
Name:
Teresa Wynn Roseborough
     
Title:
Executive Vice President, General Counsel & Corporate Secretary
Date: May 30, 2019


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