|
|
|
Filed by the Registrant
ý
|
||
Filed by a Party other than the Registrant
o
|
||
Check the appropriate box:
|
||
o
|
|
Preliminary Proxy Statement
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
ý
|
|
Definitive Proxy Statement
|
o
|
|
Definitive Additional Materials
|
o
|
|
Soliciting Material pursuant to §240.14a-12
|
BEST BUY CO., INC.
|
|||||
(Name of Registrant as Specified In Its Charter)
|
|||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|||||
Payment of Filing Fee (Check the appropriate box):
|
|||||
ý
|
|
No fee required.
|
|||
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|||
|
|
(1
|
)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2
|
)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3
|
)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4
|
)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5
|
)
|
|
Total fee paid:
|
o
|
|
Fee paid previously with preliminary materials.
|
|||
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|||
|
|
(1
|
)
|
|
Amount Previously Paid:
|
|
|
(2
|
)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3
|
)
|
|
Filing Party:
|
|
|
(4
|
)
|
|
Date Filed:
|
|
|
BEST BUY CO., INC.
|
|
|
|
7601 Penn Avenue South
|
|
|
|
|
Richfield, Minnesota 55423
|
|
|
|
|
|
|
|
Time:
|
|
9:00 a.m., Central Time, on Tuesday, June 13, 2017
|
||||
Place:
|
|
Online at
www.virtualshareholdermeeting.com/BBY2017
|
||||
Internet:
|
|
Submit pre-meeting questions online by visiting
www.proxyvote.com
and attend the Regular Meeting of Shareholders online at
www.virtualshareholdermeeting.com/BBY2017
|
||||
Items of Business:
|
|
1.
|
|
To elect the ten directors listed herein to serve on our Board of Directors for a term of one year.
|
||
|
2.
|
|
To ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2018.
|
|||
|
|
3.
|
|
To conduct a non-binding advisory vote to approve our named executive officer compensation.
|
||
|
|
4.
|
|
To conduct an advisory vote on the frequency of holding the shareholder advisory vote on executive compensation.
|
||
|
|
5.
|
|
To request approval of our amended and restated 2014 Omnibus Incentive Plan.
|
||
|
|
6.
|
|
To transact such other business as may properly come before the meeting.
|
||
Record Date:
|
|
You may vote if you were a shareholder of Best Buy Co., Inc. as of the close of business on Monday, April 17, 2017.
|
||||
Proxy Voting:
|
|
Your vote is important. You may vote via proxy as a shareholder of record:
|
||||
|
|
1.
|
|
By visiting
www.proxyvote.com
on the internet;
|
||
|
|
2.
|
|
By calling (within the U.S. or Canada) toll-free at
1-800-690-6903
; or
|
||
|
|
3.
|
|
By signing and returning your proxy card if you have received paper materials.
|
|
|
|
|
|
By Order of the Board of Directors
|
|
|
|
Richfield, Minnesota
|
|
Keith J. Nelsen
|
May 1, 2017
|
|
General Counsel & Secretary
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
REGULAR MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2017: |
This Notice of 2017 Regular Meeting of Shareholders and Proxy Statement and our Annual Report on
Form 10-K for the fiscal year ended January 28, 2017, are available at www.proxyvote.com . |
Help us make a difference by eliminating paper proxy mailings to your home or business. As permitted by rules adopted by the U.S. Securities and Exchange Commission ("SEC"), we are furnishing proxy materials to our shareholders primarily via the internet. On or about May 1, 2017, we mailed to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the internet or by telephone. Certain shareholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the internet or have been mailed paper copies of our proxy materials and proxy card.
|
Internet distribution of our proxy materials is designed to expedite receipt by our shareholders, lower the cost of the Regular Meeting of Shareholders and conserve precious natural resources. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive email notification with instructions to access these materials via the internet unless you elect otherwise.
|
•
|
This year we invite you to attend the 2017 Regular Meeting of Shareholders (the "Meeting") online. There will not be a physical meeting at the corporate campus. You will be able to attend the Meeting online, vote your shares electronically, and submit your questions during the Meeting by visiting:
www.virtualshareholdermeeting.com/BBY2017
and following the instructions on your proxy card.
|
•
|
The Meeting starts at 9:00 a.m. Central Time.
|
•
|
You do not need to attend the meeting online to vote if you submitted your proxy in advance of the meeting.
|
•
|
Shareholders attending the Meeting via the internet can vote or submit questions by following the instructions at
www.proxyvote.com
or
www.virtualshareholdermeeting.com/BBY2017
.
|
•
|
A replay of the Meeting will be available on
www.investors.bestbuy.com
until June 27, 2017.
|
|
|
|||||
PROXY SUMMARY
|
|
|||||
|
1.
|
Maximize the multi-channel retail business;
|
2.
|
Provide services and solutions that solve real customer needs and help us build deeper customer relationships; and
|
3.
|
Accelerate growth in our International segment, consisting of Canada and Mexico.
|
1.
|
Explore and pursue growth opportunities around the pillars described above; for example: (a) innovate digital capabilities to effectively assist customers; (b) pursue growth in key product categories, including categories such as connected home, appliances and mobile; (c) expand our in-home advisor ("IHA") program, in which customers receive a free in-home consultation with an experienced technology advisor who can identify their needs, design personalized solutions and become a personal resource over time; (d) continue to test new compelling customer experience concepts around the country; and (e) pursue international segment growth by continuing to drive our online channel and expand successful store remodels in Canada and open new stores in Mexico.
|
2.
|
Improve our execution in key areas. We believe we continue to have significant opportunities from improving our sales effectiveness and proficiency, our supply chain for large product fulfillment and small package delivery and our services fulfillment capabilities.
|
3.
|
Continue to reduce costs and drive efficiencies through the business. As stated previously, we have achieved $350 million of our current $400 million cost reduction target. We are working on the next phase of cost savings and will provide updates on the next goal once we complete our current program.
|
4.
|
Build the capabilities necessary to deliver on the first three priorities, which will involve making investments in people and systems to drive growth, execution and efficiencies.
|
Spring
|
è
|
Summer
|
|||
Follow-up engagement with proxy advisory firms and our largest shareholders to address important issues within our proxy statement in advance of the annual meeting.
|
Review of feedback received from shareholders at our annual meeting and current trends in governance.
|
||||
é
|
|
ê
|
|||
|
|
|
|||
Winter
|
|
Fall
|
|||
Review shareholder feedback from fall engagement with the Board and integration of feedback in governance practices and proxy disclosure.
|
|
|
Primary engagement season with focus on our top 20 shareholders and proxy advisory firms through both in-person and telephonic conversations. Company participants include representatives from Legal, Investor Relations and Human Resources - Rewards.
|
||
|
ç
|
|
|||
|
|
||||
|
|
Item Number
|
Item Description
|
Board Recommendation
|
1
|
Election of Directors
|
FOR Each Nominee
|
|
We have ten director nominees standing for election this year. You will find more information about our nominees' qualifications and experience starting on page
25
.
|
|
2
|
Ratification of Appointment of our Independent Registered Public Accounting Firm
|
FOR
|
|
We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2018.
|
|
3
|
Advisory Vote to Approve our Named Executive Officer Compensation
|
FOR
|
|
For the seventh year, we are seeking advisory approval by our shareholders of our named executive officer compensation, the "Say on Pay" vote. In evaluating this proposal, please review our Compensation Discussion & Analysis ("CD&A"), which begins on page
39
and describes how we have engaged with shareholders and the compensation decisions of our Compensation and Human Resources Committee.
|
|
4
|
Advisory Vote on the Frequency of Holding the Shareholder Advisory Vote to Approve Executive Compensation
|
EVERY YEAR
|
|
We are required to offer our shareholders an opportunity to tell us how often they wish to vote on our named executive officer compensation, the "Say When on Pay" vote. In 2011, in response to shareholder feedback, the Board determined to hold this vote every year. We recommend this annual vote frequency continue. Additional information on this Say When on Pay vote is included on page
69
.
|
|
5
|
Approval of our Amended and Restated 2014 Omnibus Incentive Plan
|
FOR
|
|
We are requesting shareholder approval of our amended and restated 2014 Omnibus Incentive Plan (the "amended 2014 Plan"), our primary vehicle to award long-term incentive-based compensation. The amendments primarily focus on a request for additional shares under the Plan. In-depth detail about the amended 2014 Plan can be found beginning on page
70
.
|
|
Name
|
Age
|
Director Since
|
Position/Company
|
Independence
|
Current Committees
|
Other For-Profit Directorships (*Public Company)
|
Lisa M. Caputo
|
53
|
2009
|
Executive Vice President, Chief Marketing & Communications Officer
The Travelers Companies, Inc.
|
ü
|
Compensation & Human Resources
Nominating, Corporate Governance & Public Policy
|
—
|
J. Patrick Doyle
|
53
|
2014
|
President & CEO
Domino’s Pizza, Inc.
|
ü
|
Compensation & Human Resources
Finance & Investment Policy
|
Domino’s Pizza, Inc.*
|
Russell P. Fradin
|
61
|
2013
|
Operating Partner Clayton, Dubilier & Rice
|
ü
|
Compensation & Human Resources (Chair)
|
Hamilton Insurance Tranzact
|
Kathy J. Higgins Victor
|
60
|
1999
|
President & Founder
Centera Corporation
|
ü
|
Compensation & Human Resources
Nominating, Corporate Governance & Public Policy (Chair)
|
—
|
Hubert Joly
|
57
|
2012
|
Chairman & CEO
Best Buy Co., Inc.
|
—
|
None
|
Ralph Lauren Corporation*
|
David W. Kenny
|
55
|
2013
|
Senior Vice President,
IBM Watson & IBM Cloud IBM Corporation
|
ü
|
Finance & Investment Policy Nominating, Corporate Governance & Public Policy
|
—
|
Karen A. McLoughlin
|
52
|
2015
|
Chief Financial Officer Cognizant Technology Solutions Corp.
|
ü
|
Audit Finance & Investment Policy
|
—
|
Thomas L. Millner
|
63
|
2014
|
CEO
Cabela’s Inc.
|
ü
|
Audit (Chair)
Nominating, Corporate Governance & Public Policy
|
Cabela’s Inc.* Total Wine & More
|
Claudia F. Munce
|
57
|
2016
|
Venture Advisor New Enterprise Associates
|
ü
|
Audit Finance & Investment Policy
|
Bank of the West
|
Gérard R. Vittecoq
|
68
|
2008
|
Group President & Executive Office Member (Retired)
Caterpillar, Inc.
|
ü
|
Audit
Finance & Investment Policy (Chair)
|
Ariel Compressors
Vanguard Logistics Services
Mantrac Group ManCapital
|
|
Base Salary
|
Bonus
|
Performance Share Awards
|
Performance-Conditioned Time-Based Shares
|
Stock Options (CEO only)
|
Incentive Focus
|
Short-Term
|
Short-Term
|
Long-Term
|
Long-Term
|
Long-Term
|
Performance Period
|
Ongoing
|
Annual
|
3 years
|
Vest over 3 years, contingent upon achievement of performance objectives
|
Vest over 3 years, with a 10-year term
|
Performance / Value Metrics
|
N/A
|
Compensable Enterprise Operating Income, Domestic Comparable Sales, Renew Blue Priorities
|
Total Shareholder Return ("TSR")
|
Adjusted Net Earnings & Stock price appreciation
|
Stock price appreciation
|
Name and Principal Position
|
|
Salary
|
|
Stock
Awards
(1)
|
|
Option
Awards
(1)
|
|
Short-Term Incentive Plan Payout
|
|
All Other
Compensation
|
|
Total
|
||||||||||||
Hubert Joly
Chairman and
Chief Executive Officer
|
|
$
|
1,175,000
|
|
|
$
|
7,689,879
|
|
|
$
|
1,800,076
|
|
|
$
|
2,878,750
|
|
|
$
|
494,275
|
|
|
$
|
14,037,980
|
|
Corie S. Barry
Chief Financial Officer
|
|
$
|
713,462
|
|
|
$
|
1,689,495
|
|
|
$
|
—
|
|
|
$
|
1,184,167
|
|
|
$
|
14,893
|
|
|
$
|
3,602,017
|
|
Sharon L. McCollam
Former Chief Administrative and Chief Financial Officer
|
|
$
|
925,000
|
|
|
$
|
4,392,616
|
|
|
$
|
—
|
|
|
$
|
1,699,688
|
|
|
$
|
142,808
|
|
|
$
|
7,160,112
|
|
Shari L. Ballard
President, Multi-Channel Retail and Operations
|
|
$
|
800,000
|
|
|
$
|
1,930,865
|
|
|
$
|
—
|
|
|
$
|
1,470,000
|
|
|
$
|
62,737
|
|
|
$
|
4,263,602
|
|
R. Michael Mohan
Chief Merchandising & Marketing Officer
|
|
$
|
833,654
|
|
|
$
|
2,895,073
|
|
|
$
|
—
|
|
|
$
|
1,531,251
|
|
|
$
|
55,284
|
|
|
$
|
5,315,262
|
|
Keith J. Nelsen
General Counsel and Secretary
|
|
$
|
650,000
|
|
|
$
|
1,592,960
|
|
|
$
|
—
|
|
|
$
|
796,250
|
|
|
$
|
68,761
|
|
|
$
|
3,107,971
|
|
(1)
|
Represents the grant date fair value of one or more awards as measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("ASC Topic 718"). The amounts reported have not been adjusted to eliminate service-based forfeiture assumptions. The other assumptions used in calculating these amounts are set forth in Note 7,
Shareholders' Equity
, to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017. The grant date fair value for any award subject to performance conditions is the value at the grant date of the probable outcome of the award.
|
1.
|
The election of the ten directors listed herein for a term of one year expiring in 2018;
|
2.
|
The ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2018;
|
3.
|
The non-binding advisory vote to approve our named executive officer compensation;
|
4.
|
The advisory vote on the frequency of holding the shareholder advisory vote on our executive compensation;
|
5.
|
The approval of our amended and restated 2014 Omnibus Incentive Plan; and
|
6.
|
Such other business as may properly come before the Meeting.
|
•
|
“FOR”
the election of directors as set forth in this proxy statement;
|
•
|
“FOR”
the ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the fiscal year ending February 3, 2018;
|
•
|
“FOR”
the non-binding advisory vote to approve our named executive officer compensation;
|
•
|
|
•
|
"ONE YEAR"
on the frequency of the shareholder advisory vote on our named executive officer compensation; and
|
•
|
"FOR"
our amended and restated 2014 Omnibus Incentive Plan.
|
•
|
vote prior to the Meeting via the internet or by telephone;
|
•
|
properly submit a proxy card (even if you do not provide voting instructions); or
|
•
|
vote while attending the Meeting online.
|
•
|
Submitting a later-dated proxy prior to the Meeting (by mail, internet or telephone);
|
•
|
Voting online during the Meeting (attendance will not, by itself, revoke a proxy); or
|
•
|
Providing written notice of revocation to Best Buy's Secretary at our principal office at any time before your shares are voted.
|
•
|
Reviewing and approving major strategic, financial and operating decisions, and other significant actions;
|
•
|
Selecting and evaluating the performance of our CEO (this duty is performed by the independent directors, with the Chairman and CEO abstaining from all discussions);
|
•
|
Overseeing the conduct of our business and the assessment of our business risks to evaluate whether our business is being properly managed;
|
•
|
Overseeing the processes for maintaining the integrity of our financial statements and other public disclosures and complying with legal and ethical standards; and
|
•
|
Planning for CEO succession and monitoring management's succession planning for other senior executives.
|
Board Leadership & Composition
|
|
l
|
Our Board is led by our Chairman and CEO. Per our Corporate Governance Principles, we also have a Lead Independent Director with specific responsibilities to ensure independent oversight of management whenever our Chairman is not independent.
|
l
|
All of our directors, other than the CEO, are independent.
|
l
|
Our Board places an emphasis on diverse representation among its members. Four of our ten director nominees are women.
|
l
|
The average tenure of our directors is 5.7 years, with a balance of new perspectives and historical knowledge.
|
l
|
None of our director nominees serves on more than two public company boards.
|
l
|
All Committees are comprised exclusively of independent directors.
|
l
|
Our directors are required to retire at the expiration of their term upon reaching the age of 75 and must tender their resignation for consideration when their principal employment or affiliation changes.
|
Board Accountability
|
|
l
|
We utilize a robust annual Board, individual director & CEO evaluation process, and periodically engage an independent third party to provide independent assessments on Board and director performance.
|
l
|
None of our directors are involved in a material related party transaction.
|
l
|
We prohibit both hedging and pledging of Company securities by directors and executive officers.
|
l
|
Our directors and executive officers are required to comply with stock ownership guidelines.
|
l
|
Our Board has adopted Corporate Governance Principles as part of its commitment to good governance practices. These principles are available on our website at
www.investors.bestbuy.com.
|
Shareholder Rights & Engagement
|
|
l
|
We have no shareholder rights plan (commonly known as a "Poison Pill").
|
l
|
We have no cumulative voting rights and our only class of voting shares is our common stock.
|
l
|
A shareholder(s) must own 10% of the voting shares of our stock to call a special meeting, or 25% if the special meeting relates to a business combination or change in our Board composition.
|
l
|
We regularly engage with shareholders to solicit feedback, address questions and concerns and provide perspective on Company policies and practices.
|
•
|
received (or whose immediate family member has received as a result of service as an executive officer) more than $120,000 during any 12-month period in direct compensation from Best Buy, other than director and committee fees and certain pension payments and other deferred compensation;
|
•
|
been an employee of Best Buy;
|
•
|
had an immediate family member who was an executive officer of Best Buy;
|
•
|
personally worked on (or whose immediate family member has personally worked on) our audit as a partner or an employee of our internal or external auditors or independent registered public accounting firm; or
|
•
|
been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee at that time included a present executive officer of Best Buy; or
|
•
|
a partner or employee of our independent registered public accounting firm, or a director whose immediate family member is a partner of such firm or is employed by such firm and personally works on our audit; or
|
•
|
an employee (or has an immediate family member who is an executive officer) of another company that has made payments to Best Buy, or received payments from Best Buy, for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.
|
*
|
Chair
|
†
|
Designated as an "audit committee financial expert"
|
•
|
Key strategic risk factors, such as the competitive environment, strategic prioritization, and global brand issues, are considered by the full Board as part of the Board’s overall review of the Company’s strategy and strategic plans.
|
•
|
Risks associated with our financial reporting processes, legal and regulatory compliance, data privacy and security (including cyber-security) and other operational matters are reviewed by our Audit Committee.
|
•
|
Risks associated with our compensation plans, benefits and management succession are reviewed by our Compensation Committee.
|
•
|
Risks associated with our investment portfolio, capital markets and liquidity are reviewed by our Finance and Investment Policy Committee.
|
•
|
Risks associated with our Board processes, corporate governance, public policy and social responsibility are reviewed by our Nominating Committee.
|
•
|
metric-based pay;
|
•
|
time matching performance periods;
|
•
|
payment for outputs;
|
•
|
goal diversification;
|
•
|
stock ownership guidelines;
|
•
|
payment caps; and
|
•
|
clawbacks.
|
•
|
Amended and Restated Articles of Incorporation
|
•
|
Amended and Restated By-laws
|
•
|
Corporate Governance Principles
|
•
|
Audit Committee Charter
|
•
|
Compensation and Human Resources Committee Charter
|
•
|
Finance and Investment Policy Committee Charter
|
•
|
Nominating, Corporate Governance and Public Policy Committee Charter
|
•
|
Code of Business Ethics
|
•
|
Best Buy Co., Inc. 2014 Omnibus Incentive Plan
|
•
|
Policy for Shareholder Nomination of Candidates to Become Directors of the Company
|
•
|
Process for Communication with the Board
|
|
Lisa M. Caputo
|
|
|
|
Age:
53
|
|
Committees:
|
|
|
Director Since:
December 2009
|
|
l
Compensation Committee
|
||
ü
Independent
|
|
l
Nominating Committee
|
|
|
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
J. Patrick Doyle
|
|
|
|
Age:
53
|
|
Committees:
|
|
|
Director Since:
October 2014
|
|
l
Compensation Committee
|
||
ü
Independent
|
|
l
Finance & Investment Policy Committee
|
||
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
l
Domino's Pizza, Inc.*
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell P. Fradin
|
|
|
|
Age:
61
|
|
Committees:
|
|
|
Director Since:
April 2013
|
|
l
Compensation Committee (Chair)
|
||
ü
Independent
|
|
|
||
Lead Independent Director
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
l
Hamilton Insurance
|
|
|
|
|
l
Tranzact
|
|
|
|
|
|
|
|
Kathy J. Higgins Victor
|
|
|
|
Age:
60
|
|
Committees:
|
|
|
Director Since:
November 1999
|
|
l
Compensation Committee
|
||
ü
Independent
|
|
l
Nominating Committee (Chair)
|
||
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Hubert Joly
|
|
|
|
Age:
57
|
|
Committees:
|
|
|
Director Since:
September 2012
|
|
None
|
||
Appointed Chairman in June 2015
|
|
|
||
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
l
Ralph Lauren Corporation*
|
|
|
|
|
|
|
|
|
|
|
|
|
David W. Kenny
|
|
|
|
Age:
55
|
|
Committees:
|
|
|
Director Since:
September 2013
|
|
l
Finance & Investment Policy Committee
|
||
ü
Independent
|
|
l
Nominating Committee
|
||
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Karen A. McLoughlin
|
|
|
|
Age:
52
|
|
Committees:
|
|
|
Director Since:
September 2015
|
|
l
Audit Committee
|
||
ü
Independent
|
|
l
Finance & Investment Policy Committee
|
||
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. "Tommy" Millner
|
|
|
|
Age:
63
|
|
Committees:
|
|
|
Director Since:
January 2014
|
|
l
Audit Committee (Chair)
|
||
ü
Independent
|
|
l
Nominating Committee
|
||
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
l
Cabela's Inc.*
|
|
|
|
|
l
Total Wine & More
|
|
|
|
|
|
|
|
Claudia F. Munce
|
|
|
|
Age:
57
|
|
Committees:
|
|
|
Director Since:
March 2016
|
|
l
Audit Committee
|
||
ü
Independent
|
|
l
Finance & Investment Policy Committee
|
||
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
l
Bank of the West
|
|
|
|
|
|
|
|
|
|
|
|
|
Gérard R. Vittecoq
|
|
|
|
Age:
68
|
|
Committees:
|
|
|
Director Since:
September 2008
|
|
l
Audit Committee
|
||
ü
Independent
|
|
l
Finance & Investment Policy Committee (Chair)
|
||
|
|
Other For-Profit Directorships (*Public Company):
|
||
|
|
l
Ariel Compressors
|
l
Mantrac Group
|
|
|
|
l
ManCapital
|
l
Vanguard Logistics Services
|
|
|
|
|
|
Name and Address
(1)
|
|
Number of Shares
Beneficially Owned
|
|
|
|
|
Percent of Shares
Beneficially Owned
|
|
|
Hubert Joly, Chairman and Chief Executive Officer
|
|
1,758,649
|
|
|
(2
|
)
|
|
*
|
|
Corie S. Barry, Chief Financial Officer
|
|
68,971
|
|
|
(3
|
)
|
|
*
|
|
Sharon L. McCollam, Former Chief Administrative Officer and Chief Financial Officer
|
|
335,154
|
|
|
(4
|
)
|
|
*
|
|
Shari L. Ballard, President, Multi-Channel Retail and Operations
|
|
52,745
|
|
|
(5
|
)
|
|
*
|
|
R. Michael Mohan, Chief Merchandising & Marketing Officer
|
|
187,847
|
|
|
(6
|
)
|
|
*
|
|
Keith J. Nelsen, General Counsel & Secretary
|
|
126,389
|
|
|
(7
|
)
|
|
*
|
|
Lisa M. Caputo, Director
|
|
46,512
|
|
|
(8
|
)
|
|
*
|
|
J. Patrick Doyle, Director
|
|
14,634
|
|
|
(9
|
)
|
|
*
|
|
Russell P. Fradin, Director
|
|
24,012
|
|
|
(10
|
)
|
|
*
|
|
Kathy J. Higgins Victor, Director
|
|
44,742
|
|
|
(11
|
)
|
|
*
|
|
David W. Kenny, Director
|
|
19,989
|
|
|
(12
|
)
|
|
*
|
|
Karen A. McLoughlin, Director
|
|
9,852
|
|
|
(13
|
)
|
|
*
|
|
Thomas L. Millner, Director
|
|
18,476
|
|
|
(14
|
)
|
|
*
|
|
Claudia F. Munce, Director
|
|
7,629
|
|
|
(15
|
)
|
|
*
|
|
Gérard R. Vittecoq, Director
|
|
47,696
|
|
|
(16
|
)
|
|
*
|
|
All current directors and executive officers, as a group (19 individuals)
|
|
2,588,569
|
|
|
(17
|
)
|
|
0.84
|
%
|
Richard M. Schulze, Founder and Chairman Emeritus 3033 Excelsior Blvd., Suite 525 Minneapolis, MN 55416
|
|
41,555,355
|
|
|
(18
|
)
|
|
13.50
|
%
|
FMR LLC ("Fidelity") 245 Summer Street
Boston, MA 02210
|
|
34,139,138
|
|
|
(19
|
)
|
|
10.88
|
%
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
|
31,885,583
|
|
|
(20
|
)
|
|
10.16
|
%
|
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
|
|
19,927,143
|
|
|
(21
|
)
|
|
6.30
|
%
|
*
|
Less than 1%.
|
(1)
|
The business address for all current directors and executive officers is 7601 Penn Avenue South, Richfield, Minnesota, 55423.
|
(2)
|
The figure represents: (a) 466,098 outstanding shares owned by Mr. Joly; (b) 388,805 restricted stock units, which Mr. Joly could convert to shares within 60 days of March 31, 2017; and (c) options to purchase 903,746 shares, which Mr. Joly could exercise within 60 days of March 31, 2017.
|
(3)
|
The figure represents: (a) 21,758 outstanding shares owned by Ms. Barry; and (b) options to purchase 47,213 shares, which Ms. Barry could exercise within 60 days of March 31, 2017.
|
(4)
|
The figure represents: (a) 295,103 outstanding shares owned by Ms. McCollam as of January 28, 2017 (her last day of employment with us); and (b) options to purchase 40,051 shares, which Ms. McCollam could exercise within 60 days of January 28, 2017.
|
(5)
|
The figure represents 52,745 outstanding shares owned by Ms. Ballard.
|
(6)
|
The figure represents: (a) 73,137 outstanding shares owned by Mr. Mohan; (b) 5,743 restricted shares subject to a time-based vesting schedule, which vest within 60 days of March 31, 2017; and (c) options to purchase 108,967 shares, which Mr. Mohan could exercise within 60 days of March 31, 2017.
|
(7)
|
The figure represents: (a) 41,295 outstanding shares owned by Mr. Nelsen; (b) 894 outstanding shares held in the name of the Trustee in connection with the Retirement Saving Plan for the benefit of Mr. Nelsen; and (c) options to purchase 84,201 shares, which Mr. Nelsen could exercise within 60 days of March 31, 2017.
|
(8)
|
The figure represents: (a) 10,000 outstanding shares owned by Ms. Caputo; (b) 24,012 restricted stock units, which Ms. Caputo could convert to shares within 60 days of March 31, 2017; and (c) options to purchase 12,500 shares, which Ms. Caputo could exercise within 60 days of March 31, 2017.
|
(9)
|
The figure represents 14,634 restricted stock units, which Mr. Doyle could convert to shares within 60 days of March 31, 2017.
|
(10)
|
The figure represents 24,012 restricted stock units, which Mr. Fradin could convert to shares within 60 days of March 31, 2017.
|
(11)
|
The figure represents: (a) 10,730 outstanding shares owned by Ms. Higgins Victor; (b) 24,012 restricted stock units, which Ms. Higgins Victor could convert to shares within 60 days of March 31, 2017; and (c) options to purchase 10,000 shares, which Ms. Higgins Victor could exercise within 60 days of March 31, 2017.
|
(12)
|
The figure represents 19,989 restricted stock units, which Mr. Kenny could convert to shares within 60 days of March 31, 2017.
|
(13)
|
The figure represents 9,852 restricted stock units, which Ms. McLoughlin could convert to shares within 60 days of March 31, 2017.
|
(14)
|
The figure represents 18,476 restricted stock units, which Mr. Millner could convert to shares within 60 days of March 31, 2017.
|
(15)
|
The figure represents 7,629 restricted stock units, which Ms. Munce could convert to shares within 60 days of March 31, 2017.
|
(16)
|
The figure represents: (a) 2,434 outstanding shares owned by Mr. Vittecoq; (b) 24,012 restricted stock units, which Mr. Vittecoq could convert to shares within 60 days of March 31, 2017; and (c) options to purchase 21,250 shares, which Mr. Vittecoq could exercise within 60 days of March 31, 2017.
|
(17)
|
The figure represents: (a) the outstanding shares, restricted stock units and options described in the preceding footnotes (2), (3) and (5) thru (16); (b) 31,581 outstanding shares owned by other executive officers; (c) 23,826 restricted shares subject to time-based vesting schedules, which are held by other executive officers and which vest within 60 days of March 31, 2017; and (d) options to purchase 105,016 shares, which the other executive officers could exercise within 60 days of March 31, 2017.
|
(18)
|
Mr. Schulze is our Founder and Chairman Emeritus. He is not a member of our Board and is not considered an executive officer but is listed here due to his status as a beneficial owner of more than 5% of our common stock. The figure represents: (a) 1,732,500 outstanding shares owned by Mr. Schulze; (b) 19,840,438 outstanding shares registered in the name of Mr. Schulze and a co-trustee, and held by them as trustees of a trust for the benefit of Mr. Schulze, of which up to $150 million in aggregate value of shares have been pledged by the trust as collateral to secure a line of credit; (c) 14,255,047 outstanding shares registered in the name of Mr. Schulze and co-trustees, and held by them as trustees of Grantor Retained Annuity Trusts for the benefit of Mr. Schulze and his family; (d) 1,143,043 outstanding shares registered in the name of Mr. Schulze and a co-trustee, and held by them as trustees of the Sandra Schulze Grantor Retained Annuity Trust; (e) 950,169 outstanding shares held by a limited partnership of which Mr. Schulze is the sole general partner (Mr. Schulze has disclaimed beneficial ownership of these shares except to the extent of his pecuniary interest therein); (f) 252,312 outstanding shares held by a limited partnership of which a limited liability company owned by Mr. Schulze is the sole general partner; (g) 31,672 outstanding shares held by a limited partnership of which a limited liability company owned by Mr. Schulze is the sole general partner; (h) 12,309 outstanding shares registered in the name of Mr. Schulze's spouse and co-trustees, and held by them as trustees of trusts for the benefit of Mr. Schulze's spouse (Mr. Schulze has disclaimed beneficial ownership of these shares); (i) 183,726 outstanding shares registered in the name of Mr. Schulze and a co-trustee, and held by them as trustees of the Sandra Schulze Revocable Trust dated June 14, 2001 (Mr. Schulze has disclaimed beneficial ownership of these shares); (j) 2,061 outstanding shares held in Mr. Schulze's individual retirement account; (k) 3,076,143 outstanding shares owned by The Richard M. Schulze Family Foundation, of which Mr. Schulze is the sole director and (l) 75,935 outstanding shares registered in the name of the Trustee in connection with the Retirement Saving Plan for the benefit of Mr. Schulze.
|
(19)
|
As reported on the owner's most recent Schedule 13G filed with the SEC on February 13, 2017, to report ownership as of December 30, 2016. FMR LLC and certain related entities have sole voting power over 3,284,447 shares and sole dispositive power over 34,139,138 shares.
|
(20)
|
As reported on the owner's most recent Schedule 13G filed with the SEC on February 10, 2017, to report ownership as of January 31, 2017. The Vanguard Group has sole voting power over 441,261 shares, shared voting power over 55,930 shares, sole dispositive power over 31,396,286 shares and shared dispositive power over 489,297 shares.
|
(21)
|
As reported on the owner's most recent Schedule 13G filed with the SEC on January 18, 2017, to report ownership as of December 31, 2016. BlackRock, Inc. has sole voting power over 16,261,621 shares and sole dispositive power over 19,927,143 shares.
|
Service Type
|
|
Fiscal 2017
|
|
|
Fiscal 2016
|
|
||
Audit Fees
(1)
|
|
$
|
2,515,000
|
|
|
$
|
2,740,000
|
|
Audit-Related Fees
(2)
|
|
375,000
|
|
|
400,000
|
|
||
Tax Fees
(3)
|
|
—
|
|
|
50,000
|
|
||
Total Fees
|
|
$
|
2,890,000
|
|
|
$
|
3,190,000
|
|
(1)
|
Consists of fees for professional services rendered in connection with the audits of our consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal years ended January 28, 2017, and January 30, 2016; the reviews of the consolidated financial statements included in each of our Quarterly Reports on Form 10-Q during those fiscal years; and consultations on accounting matters.
|
(2)
|
Consists primarily of fees for statutory audit filings, as well as the audits of our retirement savings plans and foundations.
|
(3)
|
Consists primarily of tax compliance services based on time and materials.
|
|
Name
|
Principal Position
|
|
Hubert Joly
|
Chairman & Chief Executive Officer
|
|
Corie S. Barry
|
Chief Financial Officer
|
|
Sharon L. McCollam
|
Former Chief Administrative & Chief Financial Officer
|
|
Shari L. Ballard
|
President, Multi-Channel Retail and Operations
|
|
R. Michael Mohan
|
Chief Merchandising and Marketing Officer
|
|
Keith J. Nelsen
|
General Counsel & Secretary
|
|
CD&A Section
|
What's included?
|
l
|
Executive Summary
|
Highlights of our executive compensation program, a summary of our fiscal 2017 executive compensation decisions, and a preview of our fiscal 2018 executive compensation
|
l
|
Compensation Philosophy, Objectives & Policies
|
Overview of the philosophy, objective & policies utilized by the Compensation Committee in implementing our executive compensation program
|
l
|
Governance
|
Summary of the key participants in our executive compensation process and the role each plays in the decision-making
|
l
|
Factors in Decision-Making
|
Overview of factors considered by the Compensation Committee in its decision-making process
|
l
|
Executive Compensation Elements
|
Description of each element of our NEO pay-mix within our executive compensation program, including specific details regarding decisions made within each element
|
ü
|
We tie pay to performance by setting clear financial goals and delivering the majority of compensation opportunity through variable incentives in which payout is based on performance against predetermined goals or absolute and relative changes in our stock price over time.
|
ü
|
We use multiple performance metrics that differ for long-term and short-term plans.
|
ü
|
Our short-term incentive plan includes a minimum performance threshold that requires a minimal level of operating income be achieved before any aspect of the bonus plan may be earned.
|
ü
|
We review peer group market data when making executive compensation decisions.
|
ü
|
We have share ownership and trading guidelines for executive officers and Board members.
|
ü
|
We have anti-hedging and anti-pledging policies and clawback provisions.
|
ü
|
We have robust processes to identify and mitigate compensation risk.
|
ü
|
Our Compensation Committee uses an outside independent compensation consulting firm that performs no other services for the Company.
|
ü
|
We have a shareholder engagement program that covers, among other things, executive compensation issues.
|
ü
|
We provide shareholder feedback to the Compensation Committee, which considers the feedback when reviewing executive compensation programs and policies.
|
•
|
Base Salaries:
We made base salary changes for Ms. Barry and Mr. Mohan in recognition of Ms. Barry's appointment as Chief Financial Officer and changes to the scope of Mr. Mohan's responsibilities.
|
•
|
Short-Term Incentives:
There were no material changes to the short-term incentive targets for the NEOs, with the exception of Ms. Barry upon her appointment as Chief Financial Officer. The Renew Blue Priority financial metrics for the short-term incentive program were slightly modified to include an additional metric related to Services. In addition, the weighting of the short-term incentive metrics shifted to place an increased weight on Domestic comparable sales.
|
•
|
Long-Term Incentives:
Our long-term incentive program changes included increased targets for Ms. Barry and Mr. Mohan in light of their increasing responsibilities. The Compensation Committee also approved the addition of a performance component to the time-based restricted share portion of the long-term incentive awards for NEOs in order to further promote alignment between pay and performance.
|
•
|
Other Compensation:
The NEOs continue to receive the same employee benefits, perquisites and other rewards offered to our U.S.-based officers. We do not provide special pension benefits or other non-performance-based entitlements to the NEOs that are inconsistent with our compensation philosophy.
|
•
|
Base Salaries:
We made slight increases to the base salary rates for two of the NEOs in light of the scope of their roles and responsibilities.
|
•
|
Short-Term Incentives:
We made no changes to the short-term incentive plan target payout percentages for the NEOs.
|
•
|
Long-Term Incentives:
Our long-term incentive program changes focused on changing the "mix" of metrics for the performance share award portion to reflect the stage of growth Best Buy is in currently and to promote performance and retention of key leadership. In fiscal 2018, the performance share awards, which comprise 50% of the NEO long-term incentive program, include two performance components - total shareholder return (25%) and revenue (25%).
|
•
|
Other Compensation:
No material changes were made to the employee benefits, perquisites or other rewards offered to our NEOs.
|
•
|
Pay-for-performance.
We tie pay to performance. The majority of executive pay is not guaranteed but instead is tied to performance metrics designed to drive shareholder value. If performance goals are not attained, no incentive compensation is paid.
|
•
|
Mitigate undue risk.
We mitigate undue risk by, among other things, utilizing caps on incentive award payments and vesting periods on potential equity payments, clawback provisions, restrictive covenants and multiple performance metrics. The Compensation Committee annually reviews our compensation risk profile to ensure that our compensation-related risks are not reasonably likely to have a material adverse effect on the Company.
|
•
|
Independent Compensation Committee and Committee Consultant.
The Compensation Committee is comprised solely of independent directors. The Compensation Committee's independent compensation consultant is retained directly by the Compensation Committee and performs no other consulting or other services for the Company.
|
•
|
Shareholder engagement.
We routinely engage with shareholders regarding executive compensation and related issues.
|
•
|
Re-pricing of stock options.
Stock options may not, without the approval of our shareholders, be (i) amended to reduce their initial exercise price (except for adjustments in the case of a stock split or similar event); (ii) canceled and replaced by stock options having a lower exercise price; or (iii) canceled and replaced with cash or other securities.
|
•
|
Stock ownership and trading policies.
We have stock ownership guidelines for all of our executive officers and Board members. As of the end of fiscal 2017, each NEO and director was in compliance with the guidelines. We prohibit all employees, including the NEOs and members of the Board, from hedging Company securities. Executive officers and Board members are also prohibited from pledging Company securities as collateral for a loan or from holding Company securities in a margin account.
|
•
|
NEO benefits.
Our executive officers, including the NEOs, generally receive the same employee benefits as other officers. We do not have an executive retirement plan that provides extra benefits to the NEOs.
|
Key Participant
|
|
|
|
|
Compensation Committee
|
|
|
|
|
Role in Decision-Making Process
|
||||
Establishes our compensation objectives.
|
||||
|
||||
Determines, approves and oversees executive compensation, including the design, competitiveness and effectiveness of our compensation programs. Also oversees the development, evaluation and approval of incentive compensation, equity-based pay and other material employee benefit plans for all employees. The Compensation Committee may delegate its responsibility to oversee compensation employees other than for the NEOs or other Section 16 officers.
|
||||
|
||||
The Compensation Committee's charter is available on our website at
www.investors.bestbuy.com
.
|
||||
|
||||
Compensation Committee's Independent Compensation Consultant
|
||||
Role in Decision-Making Process
|
||||
Reviews the recommendations of management with the Compensation Committee to ensure that the recommendations are aligned with our objectives and are reasonable when compared to our market for executive and director talent.
|
||||
|
||||
Assists the Compensation Committee in the design of the variable incentive plans, the determination of the overall compensation mix, the selection of performance metrics and the setting of the performance goals and ranges.
|
||||
|
||||
Provides analysis and crafts recommendations for the Compensation Committee in the setting of CEO compensation opportunity.
|
||||
|
||||
Reviews the results of the compensation risk assessment with the Compensation Committee and identifies key takeaways.
|
||||
|
||||
Provides perspective on market practice and information about emerging trends.
|
||||
|
||||
The Compensation Committee has sole discretion and adequate funding to engage consultants in connection with compensation-related matters. Frederic W. Cook & Co., Inc. has served as the Compensation Committee's independent compensation consultant since the fall of 2012.
|
||||
|
||||
CEO
|
|
|
|
|
Role in Decision-Making Process
|
||||
Creates and presents recommendations to the Compensation Committee for our other executive officers and provides his perspective. Does not participate in, or otherwise influence, recommendations regarding his own compensation.
|
||||
|
|
|
|
|
Human Resources ("HR")
|
|
|
|
|
Role in Decision-Making Process
|
||||
Provides the Compensation Committee with market analytics in support of the CEO's recommendations for our executive officers, other than the CEO. Management does not make recommendations on CEO compensation. As necessary, HR engages outside consultants to assist with its analytics and recommendations.
|
||||
|
||||
Finance
|
||||
Role in Decision-Making Process
|
||||
Provides the Compensation Committee with financial analytics in support of the short- and long-term program design and target setting.
|
•
|
Business model: combination of physical retailers, e-commerce retailers, digital companies, global companies and iconic brands;
|
•
|
Size: revenue similar to ours;
|
•
|
Current peers: preference, but not obligation, toward consistency in an effort to maintain reliability from year to year in the results of our compensation analysis; and
|
•
|
Labor market consideration: companies that listed us as a peer.
|
Alphabet, Inc.
|
Kohl's Corporation
|
Office Depot, Inc.
|
Amazon.com, Inc.
|
Lowe's Companies Inc.
|
Staples, Inc.
|
Apple Inc.
|
Macy’s, Inc.
|
Target Corporation
|
Costco Wholesale Corporation
|
Microsoft Corporation
|
Wal-Mart Stores, Inc.
|
eBay Inc.
|
Nike, Inc.
|
Walgreens Boots Alliance
|
The Home Depot, Inc.
|
Nordstrom, Inc.
|
|
Compensation Component
|
|
Key Characteristics
|
|
Purpose
|
|
Principal Fiscal 2017 Actions
|
Base Salary
|
|
Cash; reviewed annually and adjusted if appropriate.
|
|
Provide competitive, fixed compensation to attract and retain executive talent.
|
|
Base salary increases for Ms. Barry and Mr. Mohan due to increased responsibility.
|
Short-Term Incentive
("STI")
|
|
Cash. Variable compensation component. Performance-based award opportunity. Payable based on financial metrics.
|
|
Create a strong financial incentive for achieving or exceeding Company goals.
|
|
Ms. Barry’s STI target was increased once she assumed full CFO responsibilities. There were no changes to the STI targets for the other NEOs. Financial metrics for fiscal 2017 were compensable enterprise operating income, domestic comparable sales, U.S. “waste and efficiency,” U.S. online revenue growth, U.S. net promoter score and U.S. services productive revenue. The NEOs received payouts equal to 122.5% of target based on performance results.
|
Long-Term Incentive
("LTI")
|
|
Performance share awards, stock options and restricted shares, subject to certain performance-conditions and time-based vesting requirements.
|
|
Create a strong financial incentive for increasing shareholder value, encourage ownership stake, and promote retention.
|
|
LTI changes included increased targets for Ms. Barry and Mr. Mohan to reflect increased responsibility.
|
Health, Retirement and Other Benefits
|
|
Eligibility to participate in benefit plans generally available to our employees, including health, retirement, stock purchase, severance, paid time off, life insurance and disability plans.
|
|
Plans are part of our broad-based employee benefits program.
|
|
No material changes were made to the NEOs' health, retirement and other benefits in fiscal 2017.
|
Executive Benefits
|
|
Annual executive physical exam, supplemental long-term disability insurance, and tax planning/preparation services.
|
|
Provide competitive benefits to promote the health, well-being and financial security of our executive officers.
|
|
No material changes were made to the NEOs' benefits in fiscal 2017.
|
Base Salary
|
Name
|
|
Fiscal 2017 Annual Base Salary
|
|
Fiscal 2016 Annual Base Salary
|
|
Percent Change
|
||||
Mr. Joly
|
|
$
|
1,175,000
|
|
|
$
|
1,175,000
|
|
|
0%
|
Ms. Barry
|
|
$
|
750,000
|
|
|
$
|
650,000
|
|
|
15.4%
|
Ms. McCollam
|
|
$
|
925,000
|
|
|
$
|
925,000
|
|
|
0%
|
Ms. Ballard
|
|
$
|
800,000
|
|
|
$
|
800,000
|
|
|
0%
|
Mr. Mohan
|
|
$
|
850,000
|
|
|
$
|
800,000
|
|
|
6.25%
|
Mr. Nelsen
|
|
$
|
650,000
|
|
|
$
|
650,000
|
|
|
0%
|
Short-Term Incentive
|
STI Metric
|
|
Metric Weighting
|
|
Definition
|
Compensable Enterprise Operating Income
|
|
40%. Served as the minimum threshold for STI awards to be paid
|
|
Enterprise revenue less Enterprise cost of goods sold less Enterprise SG&A expenses.
|
Domestic Comparable Sales
|
|
30%
|
|
Domestic revenue at websites, stores, and call centers operating for at least 14 full months, compared to revenue from similar channels open at least 14 full months in the prior fiscal year.
|
Renew Blue Priorities:
|
|
|
|
|
U.S. Waste and Efficiency
|
|
7.5%
|
|
Annualized net year-over-year cost savings (gross savings less reinvestment, compared to fiscal 2016 expense) of cost reduction actions put into effect in fiscal 2017.
|
U.S. Online Revenue Growth
|
|
7.5%
|
|
Total fiscal 2017 online revenue less total fiscal 2016 online revenue divided by total fiscal 2016 online revenue.
|
U.S. Net Promoter Score
|
|
7.5%
|
|
Customer experience metric in which customers (both purchasers and non-purchasers) are asked how likely they are to recommend Best Buy to a friend, colleague or family member; the percent of those likely to recommend less the percent of those unlikely to recommend is Net Promoter Score.
|
U.S. Services Productive Revenue
|
|
7.5%
|
|
Focus on the overall growth of Services inclusive of the recurring sales of services as measured by productive revenue, which includes sales of warranty, tech support, services and installation.
|
Metric ($ in millions)
|
|
Minimum
|
|
Target
|
|
Maximum
|
|
Actual Result
|
|
Metric Score
|
Compensable Enterprise Operating Income (40%)
(1)(2)
|
|
$1,505
|
|
$1,595
|
|
$1,775
|
|
$1,751
|
|
1.86
|
Fiscal 2016 Compensable Enterprise Operating Income (50%)
(1)(3)
|
|
$1,408
|
|
$1,498
|
|
$1,678
|
|
$1,610
|
|
1.62
|
Domestic Comparable Sales (30%)
|
|
0.24%
|
|
0.70%
|
|
1.62%
|
|
0.13%
|
|
—
|
Fiscal 2016 Enterprise Comparable Sales (20%)
|
|
(0.06)%
|
|
0.4%
|
|
1.32%
|
|
0.9%
|
|
1.54
|
Renew Blue Priorities:
|
|
|
|
|
|
|
|
|
|
|
U.S. Waste and Efficiency
(7.5%)
(4)
|
|
$130
|
|
$150
|
|
$230
|
|
$187
|
|
1.92
|
Fiscal 2016 Waste & Efficiency (10%)
|
|
$100
|
|
$120
|
|
$160
|
|
$154
|
|
1.83
|
U.S. Online Revenue Growth (7.5%)
|
|
7.90%
|
|
12.90%
|
|
22.90%
|
|
20.73%
|
|
1.78
|
Fiscal 2016 U.S. Digital Revenue Growth (10%)
|
|
5.95%
|
|
10.95%
|
|
20.95%
|
|
13.24%
|
|
1.22
|
U.S. Net Promoter Score (7.5%)
(5)
(for purchasers and non-purchasers)
|
|
38.5
|
|
38.9
|
|
39.7
|
|
42.0
|
|
2.00
|
Fiscal 2016 U.S. Net Promoter Score (10%) (for purchasers and non-purchasers)
|
|
35.4
|
|
35.7
|
|
36.4
|
|
38.5
|
|
2.00
|
U.S. Services Productive Revenue (7.5%)
(6)
|
|
$1.398
|
|
$1.458
|
|
$1.578
|
|
$1.422
|
|
0.70
|
|
|
|
|
Fiscal 2017 Blended Score:
|
|
1.225
|
||||
|
|
|
|
Fiscal 2016 Blended Score:
|
|
1.623
|
(1)
|
Actual performance for this metric had to be above the minimum threshold in order for STI payments to be made. A result lower than the minimum threshold would have resulted in an overall blended score of zero, and no STI payments.
|
(2)
|
Compensable Enterprise Operating Income was determined based on the non-GAAP operating income from continuing operations of $1,759 million in our fiscal 2017 Annual Report on Form 10-K for fiscal 2017, adjusted for differences from budgeted foreign exchange rates.
|
(3)
|
Compensable Enterprise Operating Income was determined based on the non-GAAP operating income from continuing operations of $1,566 million in our fiscal 2016 Annual Report on Form 10-K for fiscal 2016, adjusted for differences from budgeted foreign exchange rates and Canadian restructuring
|
(4)
|
U.S. Waste and Efficiency is the annualized net year-over-year cost savings (gross savings less reinvestment, compared to fiscal 2016 expense) of cost reduction actions put into effect in fiscal 2017. Cost savings must be permanent and driven by structural changes to the business.
|
(5)
|
U.S. Net Promoter score is a customer experience metric that measures a customer’s likelihood to recommend Best Buy and is one of many standard industry metrics for measuring customer satisfaction. Methods of measuring U.S. Net Promoter Score can differ widely among different retailers, with many retailers measuring only purchaser satisfaction
; h
owever, we measure both purchasing and non-purchasing customers across our sales channels and therefore our total score may be lower than other companies as non-purchaser results are materially lower than those of purchasers.
|
(6)
|
U.S. Services Productive Revenue is the net revenue associated with sales of warranty, tech support, services, and installation, but excluding delivery and reimbursement revenue.
|
(1)
|
Annual earnings are based on the average of each NEO's annual base salary rate on the fifteenth fiscal day of each month for twelve months of the fiscal year. This number may differ slightly from actual earnings listed in the
Summary Compensation Table
.
|
•
|
Enterprise Operating Income - 40%
|
•
|
Enterprise Comparable Sales - 30%
|
•
|
Renew Blue Priorities (maintaining the four fiscal 2017 priorities) - 30%
|
Long-Term Incentive
|
Annual Fiscal 2017 Award Details
|
||||||||
Name
|
|
No. of Stock Options
|
|
No. of Restricted Shares
|
|
Target No. of Shares under Performance Share Award
|
|
Target Grant Date Value
|
Mr. Joly
|
|
223,890
|
|
99,337
|
|
156,656
|
|
$10,000,000
|
Ms. Barry
|
|
—
|
|
28,974
|
|
27,415
|
|
$1,750,000
|
Ms. McCollam
|
|
—
|
|
75,330
|
|
71,279
|
|
$4,550,000
|
Ms. Ballard
|
|
—
|
|
33,113
|
|
31,332
|
|
$2,000,000
|
Mr. Mohan
|
|
—
|
|
50,342
|
|
47,634
|
|
$3,000,000
|
Mr. Nelsen
|
|
—
|
|
27,318
|
|
25,849
|
|
$1,650,000
|
•
|
For the CEO, 50% performance share awards (one-half of the award based on TSR and one-half of the award based on revenue), 20% stock options and 30% performance-conditioned time-based restricted shares.
|
•
|
For the other NEOs: 50% performance share awards (one-half of the award based on TSR and one-half of the award based on revenue) and 50% performance-conditioned time-based restricted shares.
|
Other Compensation
|
Benefit
|
|
All Full-Time
U.S.-Based Employees
|
|
Executive
Officers
|
Accidental Death & Dismemberment
|
|
●
|
|
●
|
Deferred Compensation Plan
(1)
|
|
|
|
●
|
Employee Discount
|
|
●
|
|
●
|
Employee Stock Purchase Plan
|
|
●
|
|
●
|
Health Insurance
|
|
●
|
|
●
|
— Executive Physical Exam
|
|
|
|
●
|
Life Insurance
|
|
●
|
|
●
|
Long-Term Disability
|
|
●
|
|
●
|
— Executive Long-Term Disability
|
|
|
|
●
|
Retirement Savings Plan
|
|
●
|
|
●
|
Severance Plan
|
|
●
|
|
●
|
Short-Term Disability
|
|
●
|
|
●
|
Tax Planning and Preparation
(2)
|
|
|
|
●
|
(1)
|
Only officers and directors are eligible to participate in the Deferred Compensation Plan, as described in the
Compensation of Executive Officers – Nonqualified Deferred Compensation – Deferred Compensation Plan
section.
|
(2)
|
Only Senior Vice Presidents and above are eligible to receive the tax planning and preparation benefit.
|
•
|
Mses. Ballard and Barry and Messrs. Mohan and Nelsen, at an enterprise executive vice president level, are eligible for two years of salary, a payment of $25,000 in lieu of outplacement and other tax and financial planning assistance, and a payment of 150% of the cost of 24 months of basic employee benefits such as medical, dental and life insurance.
|
•
|
Equivalent shares owned in the Best Buy Stock Fund within our Retirement Savings Plan;
|
•
|
100% of non-vested shares subject to time-based conditions granted under our LTI program; and
|
•
|
50% of the intrinsic value of vested stock options (denominated as a number of shares) granted under our LTI program.
|
Name
|
|
Ownership Target (in shares)
|
|
Ownership as of Fiscal 2017 Year-End Using Guidelines (in shares)
|
Mr. Joly
|
|
200,000
|
|
723,666
|
Ms. Barry
|
|
55,000
|
|
46,917
|
Ms. Ballard
|
|
55,000
|
|
77,851
|
Mr. Mohan
|
|
55,000
|
|
106,478
|
Mr. Nelsen
|
|
35,000
|
|
79,668
|
Name and Principal Position
|
|
Year
|
|
Salary
(1)
|
|
Stock
Awards
(2)(3)
|
|
Option
Awards
(2)
|
|
Non-Equity
Incentive Plan
Compensation
(4)
|
|
All Other
Compensation
(5)
|
|
Total
|
|
|||||||||||
Hubert Joly
Chairman and
Chief Executive Officer
|
|
2017
|
|
$
|
1,175,000
|
|
|
$
|
7,689,879
|
|
|
$
|
1,800,076
|
|
|
$
|
2,878,750
|
|
|
$
|
494,275
|
|
|
$
|
14,037,980
|
|
|
2016
|
|
1,175,000
|
|
8,011,688
|
|
1,842,715
|
|
3,814,050
|
|
68,670
|
(6)
|
14,912,123
|
|||||||||||||
|
2015
|
|
1,175,000
|
|
|
6,986,928
|
|
|
1,654,070
|
|
|
3,078,500
|
|
|
69,962
|
|
(6)
|
12,964,460
|
|
|||||||
Corie S. Barry
(7)
Chief Financial Officer
|
|
2017
|
|
$
|
713,462
|
|
|
$
|
1,689,495
|
|
|
$
|
—
|
|
|
$
|
1,184,167
|
|
|
$
|
14,893
|
|
|
$
|
3,602,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Sharon L. McCollam
(8)
Former Chief Administrative and Chief Financial Officer
|
|
2017
|
|
$
|
925,000
|
|
|
$
|
4,392,616
|
|
|
$
|
—
|
|
|
$
|
1,699,688
|
|
|
$
|
142,808
|
|
|
$
|
7,160,112
|
|
|
2016
|
|
925,000
|
|
3,039,724
|
|
1,397,391
|
|
2,251,913
|
|
9,669
|
|
7,623,697
|
|
||||||||||||
|
2015
|
|
925,000
|
|
|
2,696,985
|
|
|
1,275,987
|
|
|
1,817,625
|
|
|
269,558
|
|
|
6,985,155
|
|
|||||||
Shari L. Ballard
President, Multi-Channel Retail and Operations
|
|
2017
|
|
$
|
800,000
|
|
|
$
|
1,930,865
|
|
|
$
|
—
|
|
|
$
|
1,470,000
|
|
|
$
|
62,737
|
|
|
$
|
4,263,602
|
|
|
2016
|
|
790,385
|
|
|
2,672,270
|
|
|
1,228,476
|
|
|
1,927,311
|
|
|
24,641
|
|
|
6,643,083
|
|
|||||||
|
2015
|
|
700,000
|
|
|
799,099
|
|
|
378,065
|
|
|
1,146,250
|
|
|
30,494
|
|
|
3,053,908
|
|
|||||||
R. Michael Mohan
Chief Merchandising and Marketing Officer
|
|
2017
|
|
$
|
833,654
|
|
|
$
|
2,895,073
|
|
|
$
|
—
|
|
|
$
|
1,531,251
|
|
|
$
|
55,284
|
|
|
$
|
5,315,262
|
|
|
2016
|
|
790,385
|
|
|
1,336,135
|
|
|
614,238
|
|
|
1,927,311
|
|
|
10,323
|
|
|
4,678,392
|
|
|||||||
|
2015
|
|
650,000
|
|
|
1,556,015
|
|
|
972,974
|
|
|
1,004,333
|
|
|
12,477
|
|
|
4,195,799
|
|
|||||||
Keith J. Nelsen
General Counsel and Secretary
|
|
2017
|
|
$
|
650,000
|
|
|
$
|
1,592,960
|
|
|
$
|
—
|
|
|
$
|
796,250
|
|
|
$
|
68,761
|
|
|
$
|
3,107,971
|
|
|
2016
|
|
640,385
|
|
|
1,102,314
|
|
|
506,742
|
|
|
1,027,899
|
|
|
10,482
|
|
|
3,287,822
|
|
|||||||
|
2015
|
|
550,000
|
|
|
865,684
|
|
|
409,575
|
|
|
720,500
|
|
|
12,081
|
|
|
2,557,840
|
|
(1)
|
These amounts reflect actual earnings based on a blend of prior annual base salary rates and the go-forward base salary rates approved by the Compensation Committee during its annual review in March of each year, as well as any off-cycle increases approved by the Compensation Committee during the year. Further, these amounts are before any deferrals under the Deferred Compensation Plan. We do not provide guaranteed, above-market or preferential earnings on compensation deferred under the Deferred Compensation Plan. The investment options available for notional investment of deferred compensation are similar to those available under the Retirement Savings Plan and can be found, along with additional information about deferred amounts, in the
Nonqualified Deferred Compensation
section.
|
(2)
|
These amounts reflect the aggregate grant date fair value for stock-based awards granted to our NEOs for all fiscal years reflected, however fiscal 2017 amounts are explained in greater detail under the heading
Grants of Plan-Based Awards
. The grant date fair value reflected for any award subject to performance conditions is the value at the grant date of the probable outcome of the award. The grant date fair value of an award is measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation ("ASC Topic 718"). The amounts reported have not been adjusted to eliminate service-based forfeiture assumptions. The other assumptions used in calculating these amounts are set forth in Note 7,
Shareholders' Equity
, to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017.
|
(3)
|
The fiscal 2017 amounts reflected in this column include the probable grant date fair value of: (a) one or more restricted share awards that vest on a time-based schedule subject to achievement of positive adjusted net earnings in any fiscal year during the three-year term of the award (described in greater detail in the
Grants of Plan-Based Awards
section
)
and (b) one or more performance share awards that will be earned depending on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a three-year period (also described in greater detail in the
Grants of Plan-Based Awards
section). The maximum value of the performance share awards as of the grant date assuming the highest level of performance, is noted in the following table:
|
Name
|
|
Target
Performance Grant
(in Shares)
|
|
Probable
Grant Date Fair Value
of Performance Grant
(as reflected in Stock Awards Column)
|
|
Maximum Performance Grant (in Shares)
|
|
Maximum
Grant Date Fair Value of Performance Grant
|
||||||
Mr. Joly
|
|
156,656
|
|
|
$
|
4,734,544
|
|
|
234,984
|
|
|
$
|
7,115,316
|
|
Ms. Barry
|
|
27,415
|
|
|
830,126
|
|
|
41,123
|
|
|
1,245,189
|
|
||
Ms. McCollam
|
|
71,279
|
|
|
2,158,328
|
|
|
106,919
|
|
|
3,237,492
|
|
||
Ms. Ballard
|
|
31,332
|
|
|
948,733
|
|
|
46,998
|
|
|
1,423,099
|
|
||
Mr. Mohan*
|
|
47,634
|
|
|
1,423,121
|
|
|
71,451
|
|
|
2,134,681
|
|
||
Mr. Nelsen
|
|
25,849
|
|
|
782,708
|
|
|
38,774
|
|
|
1,174,062
|
|
(4)
|
These amounts reflect STI payments made for all fiscal years shown. The fiscal 2017 STI plan is described in the section
Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive
.
|
Name
|
|
Retirement Plan
Contribution
(a)
|
|
|
Life Insurance
Premiums
(b)
|
|
|
Cash Dividend Payment
(c)
|
|
|
Other
|
|
|
Total
|
|
|||||
Mr. Joly
|
|
$
|
10,600
|
|
|
$
|
492
|
|
|
$
|
426,852
|
|
|
$
|
56,331
|
|
(d)
|
$
|
494,275
|
|
Ms. Barry
|
|
7,808
|
|
|
450
|
|
|
6,635
|
|
|
—
|
|
(e)
|
14,893
|
|
|||||
Ms. McCollam
|
|
10,600
|
|
|
492
|
|
|
131,716
|
|
|
—
|
|
|
142,808
|
|
|||||
Ms. Ballard
|
|
9,275
|
|
|
492
|
|
|
39,027
|
|
|
13,943
|
|
(f)
|
62,737
|
|
|||||
Mr. Mohan
|
|
10,754
|
|
|
492
|
|
|
32,523
|
|
|
11,515
|
|
(g)
|
55,284
|
|
|||||
Mr. Nelsen
|
|
7,500
|
|
|
492
|
|
|
42,279
|
|
|
18,490
|
|
(h)
|
68,761
|
|
(a)
|
These amounts reflect our matching contributions to the NEOs' Retirement Savings Plan accounts.
|
(b)
|
These amounts reflect the portions of premiums paid by us for group term life insurance coverage.
|
(c)
|
These amounts reflect a portion of the dividend payments our NEOs received in April 2016, upon settlement of their fiscal 2014 performance share awards (for additional detail on these awards see the
Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive – Performance Share Payout
section). The amount reflected is the portion of the cash payment that was attributable to the two special dividends that we declared during the performance period, as special dividends had not been factored into the grant date fair value of the performance share awards when they were initially reported in our fiscal 2014 proxy statement.
|
(d)
|
The amount reflects portions of premiums paid by us for supplemental executive long-term disability insurance ($17,017), company-paid tax preparation and planning services ($35,476) and the value of a company-paid executive physical ($3,838).
|
(e)
|
In accordance with the SEC’s disclosure rules, perquisites and other personal benefits provided to Ms. Barry are not included for fiscal 2017 because the aggregate incremental value was less than $10,000.
|
(f)
|
The amount reflects portions of premiums paid by us for supplemental executive long-term disability insurance.
|
(g)
|
The amount reflects portions of premiums paid by us for supplemental executive long-term disability insurance ($9,725) and company-paid tax preparation and planning services ($1,790).
|
(h)
|
The amount reflects portions of premiums paid by us for supplemental executive long-term disability insurance ($12,607), company-paid tax preparation and planning services ($2,000) and the value of a company-paid executive physical ($3,883).
|
(6)
|
Mr. Joly's "All Other Compensation" totals for fiscal 2016 and fiscal 2015 have been amended to include company-paid tax preparation and planning services ($39,642 and $27,165, respectively), which had been inadvertently excluded.
|
(7)
|
Ms. Barry was appointed as our CFO on June 14, 2017.
|
(8)
|
Ms. McCollam stepped down as our CFO on June 14, 2017. She stayed with the Company in an advisory capacity through the end of the fiscal year (January 28, 2017). All of the equity awards reflected in the "Stock Awards" column for fiscal 2017 were forfeited by Ms. McCollam upon termination.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
|
Exercise or Base Price of Option Awards ($ / Sh)
|
|
Grant Date Fair Value of Stock and Option Awards
($)
(2)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
Estimated Future Payouts Under
|
|
Estimated Future Payouts Under
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
Non-Equity Incentive Plan Awards
(1)
|
|
Equity Incentive Plan Awards
|
|
|
|
||||||||||||||||||||||||||
Name
|
|
Grant Date
|
|
Threshold ($)
|
|
Target
($)
|
|
Maximum ($)
|
|
Threshold (#)
|
|
Target
(#)
|
|
Maximum (#)
|
|
|
|
||||||||||||||||||
Mr. Joly
|
|
—
|
|
|
$
|
587,500
|
|
|
$
|
2,350,000
|
|
|
$
|
4,700,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
3/15/2016
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
223,890
|
|
|
31.79
|
|
1,800,076
|
|
||||||
|
|
3/15/2016
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,337
|
|
|
99,337
|
|
|
—
|
|
|
—
|
|
|
2,946,335
|
|
|||||
|
|
3/15/2016
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
78,328
|
|
|
156,656
|
|
|
234,984
|
|
|
—
|
|
|
—
|
|
|
4,743,544
|
|
|||||
Ms. Barry
|
|
—
|
|
|
241,667
|
|
|
966,667
|
|
|
1,933,334
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
3/15/2016
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,974
|
|
|
28,974
|
|
|
—
|
|
|
—
|
|
|
859,369
|
|
|||||
|
|
3/15/2016
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
13,708
|
|
|
27,415
|
|
|
41,123
|
|
|
—
|
|
|
—
|
|
|
830,126
|
|
|||||
Ms. McCollam
|
|
—
|
|
|
346,875
|
|
|
1,387,500
|
|
|
2,775,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||||
|
|
3/15/2016
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,330
|
|
|
75,330
|
|
|
—
|
|
|
—
|
|
|
2,234,288
|
|
|||||
|
|
3/15/2016
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
35,640
|
|
|
71,279
|
|
|
106,919
|
|
|
—
|
|
|
—
|
|
|
2,158,328
|
|
|||||
Ms. Ballard
|
|
—
|
|
|
300,000
|
|
|
1,200,000
|
|
|
2,400,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
3/15/2016
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,113
|
|
|
33,113
|
|
|
—
|
|
|
—
|
|
|
982,132
|
|
|||||
|
|
3/15/2016
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
15,666
|
|
|
31,332
|
|
|
46,998
|
|
|
—
|
|
|
—
|
|
|
948,733
|
|
|||||
Mr. Mohan
|
|
—
|
|
|
312,500
|
|
|
1,250,000
|
|
|
2,500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
3/15/2016
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,113
|
|
|
33,113
|
|
|
|
|
—
|
|
|
982,132
|
|
||||||
|
|
3/15/2016
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
15,666
|
|
|
31,332
|
|
|
46,998
|
|
|
—
|
|
|
—
|
|
|
948,733
|
|
|||||
|
|
5/24/2016
|
|
(4)(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,229
|
|
|
17,229
|
|
|
—
|
|
|
—
|
|
|
489,820
|
|
|||||
|
|
5/24/2016
|
|
(5)(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,151
|
|
|
16,302
|
|
|
24,453
|
|
|
—
|
|
|
|
|
474,388
|
|
||||||
Mr. Nelsen
|
|
—
|
|
|
162,500
|
|
|
650,000
|
|
|
1,300,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
3/15/2016
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,318
|
|
|
27,318
|
|
|
—
|
|
|
—
|
|
|
810,252
|
|
|||||
|
|
3/15/2016
|
|
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
12,925
|
|
|
25,849
|
|
|
38,774
|
|
|
—
|
|
|
—
|
|
|
782,708
|
|
(1)
|
These amounts reflect the potential threshold, target and maximum payout for each NEO under our fiscal 2017 STI, which is described in greater detail under the heading
Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive
. The actual payout to each NEO for fiscal 2017 is provided in the following sections:
Compensation Discussion and Analysis – Executive Compensation Elements – Short-Term Incentive
and the
Summary Compensation Table
.
|
(2)
|
These amounts reflect the aggregate grant date fair value, measured in accordance with ASC Topic 718. The amounts reported have not been adjusted to eliminate service-based forfeiture assumptions. The other assumptions used in calculating these amounts are set forth in Note 7,
Shareholders' Equity
, to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017. The value reflected for any performance-conditioned award is the value at the grant date of the probable outcome of the award
–
see footnote (3) to the
Summary Compensation Table
.
|
(3)
|
The amounts reflect nonqualified stock options, as discussed under the heading
Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive,
that have a term of ten years and become exercisable in three equal installments of one-third on each of the first three anniversaries of the grant date provided the NEO has been continually employed with us through those dates. The option exercise price is equal to the closing price of our common stock on the grant date, as quoted on the NYSE.
|
(4)
|
The amounts reflect restricted shares, as discussed under the heading
Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive,
which will vest in three equal installments of one-third on each of the first three anniversaries of the grant date, provided the NEO has been continually employed with us through those dates and provided that we have achieved positive "adjusted net earnings" as of the end of any fiscal year during the three-year term of the award.
|
(5)
|
The amounts reflect performance share awards, as discussed under the heading
Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive,
that, if earned, will vest at or between the threshold (50% of target) and maximum (150% of target) levels depending on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on March 1, 2016 and ending on February 28, 2019.
|
(6)
|
As detailed in the section
Compensation Discussion and Analysis – Executive Compensation Elements – Long-Term Incentive,
the Compensation Committee approved an increase to Mr. Mohan's long-term incentive award target for fiscal 2017, which was to be effective upon the assumption of his new responsibilities. Mr. Mohan assumed his new responsibilities on May 24, 2016, resulting in a subsequent grant of restricted shares and performance share awards on that date representing the increase to his annual target.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||
Name
|
|
Grant
Date
(1)
|
|
Number of
Securities Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock That Have Not Vested
($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
(2)
|
|||||
Mr. Joly
|
|
3/15/2016
|
|
|
|
223,890
(3)
|
|
$
|
31.79
|
|
|
3/14/2026
|
|
99,337
(4)
|
|
4,318,179
|
|
|
234,984
(5)
|
|
$
|
10,214,754
|
|
|
|
3/12/2015
|
|
52,815
(3)
|
|
105,630
(3)
|
|
40.85
|
|
|
3/11/2025
|
|
51,428
(6)
|
|
2,235,575
|
|
|
177,561
(7)
|
|
7,718,57
|
|
||
|
|
8/18/2014
|
|
122,660
(3)
|
|
61,330
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
30,794
(6)
|
|
1,338,615
|
|
|
223,886
(8)
|
|
9,732,324
|
|
||
|
|
4/16/2013
|
|
250,358
(3)
|
|
|
|
23.66
|
|
|
4/15/2023
|
|
|
|
|
|
|
|
|
||||
|
|
9/4/2012
|
|
350,468
(9)
|
|
|
|
18.02
|
|
|
9/3/2022
|
|
|
|
|
|
|
|
|
||||
Ms. Barry
|
|
3/15/2016
|
|
|
|
|
|
|
|
|
|
28,974
(4)
|
|
1,259,500
|
|
|
41,123
(5)
|
|
1,787,617
|
|
|||
|
|
10/1/2015
|
|
11,084
(3)
|
|
22,169
(3)
|
|
37.16
|
|
|
9/30/2025
|
|
12,960
(6)
|
|
563,371
|
|
|
14,906
(10)
|
|
647,964
|
|
||
|
|
3/12/2015
|
|
4,097
(3)
|
|
8,196
(3)
|
|
40.85
|
|
|
3/11/2025
|
|
2,660
(6)
|
|
115,630
|
|
|
5,511
(7)
|
|
239,563
|
|
||
|
|
8/18/2014
|
|
9,820
(3)
|
|
4,910
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
1,644
(6)
|
|
71,465
|
|
|
7,170
(8)
|
|
311,680
|
|
||
|
|
6/19/2013
|
|
3,246
(3)
|
|
|
|
27.66
|
|
|
6/18/2023
|
|
|
|
|
|
|
|
|
||||
|
|
4/16/2013
|
|
3,243
(3)
|
|
|
|
23.66
|
|
|
4/15/2023
|
|
|
|
|
|
|
|
|
||||
|
|
1/21/2011
|
|
2,125
(11)
|
|
|
|
35.67
|
|
|
1/12/2021
|
|
|
|
|
|
|
|
|
||||
|
|
9/20/2010
|
|
2,125
(11)
|
|
|
|
38.32
|
|
|
9/20/2020
|
|
|
|
|
|
|
|
|
||||
|
|
6/23/2010
|
|
463
(11)
|
|
|
|
36.63
|
|
|
6/23/2020
|
|
|
|
|
|
|
|
|
||||
|
|
4/7/2010
|
|
523
(11)
|
|
|
|
44.20
|
|
|
4/7/2020
|
|
|
|
|
|
|
|
|
||||
|
|
1/13/2010
|
|
523
(11)
|
|
|
|
39.73
|
|
|
1/13/2020
|
|
|
|
|
|
|
|
|
||||
|
|
9/17/2009
|
|
523
(11)
|
|
|
|
37.59
|
|
|
9/17/2019
|
|
|
|
|
|
|
|
|
||||
|
|
8/5/2008
|
|
3,700
(11)
|
|
|
|
41.19
|
|
|
8/4/2018
|
|
|
|
|
|
|
|
|
||||
|
|
10/18/2007
|
|
1,643
(11)
|
|
|
|
47.84
|
|
|
10/17/2017
|
|
|
|
|
|
|
|
|
||||
Ms. McCollam
(12)
|
|
3/12/2015
|
|
40,051
(13)
|
|
|
|
40.85
|
|
|
3/29/2017
|
|
|
|
|
|
|
|
|
|
|||
Ms. Ballard
|
|
3/15/2016
|
|
|
|
|
|
|
|
|
|
33,113
(4)
|
|
1,439,422
|
|
|
46,998
(5)
|
|
2,043,003
|
|
|||
|
|
3/12/2015
|
|
35,210
(3)
|
|
70,420
(3)
|
|
40.85
|
|
|
3/11/2025
|
|
22,858
(6)
|
|
99,637
|
|
|
47,349
(7)
|
|
2,058,261
|
|
||
|
|
8/18/2014
|
|
|
|
14,018
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
4,693
(6)
|
|
204,005
|
|
|
20,469
(8)
|
|
889,787
|
|
||
|
|
9/20/2010
|
|
20,000
(11)
|
|
|
|
38.32
|
|
|
9/20/2020
|
|
|
|
|
|
|
|
|
||||
|
|
4/7/2010
|
|
16,563
(11)
|
|
|
|
44.20
|
|
|
4/7/2020
|
|
|
|
|
|
|
|
|
||||
|
|
1/13/2010
|
|
16,563
(11)
|
|
|
|
39.73
|
|
|
1/13/2020
|
|
|
|
|
|
|
|
|
||||
|
|
10/18/2007
|
|
66,200
(11)
|
|
|
|
47.84
|
|
|
10/17/2017
|
|
|
|
|
|
|
|
|
||||
Mr. Mohan
|
|
5/24/2016
|
|
|
|
|
|
|
|
|
|
17,229
(4)
|
|
748,945
|
|
|
24,453
(5)
|
|
1,062,972
|
|
|||
|
|
3/15/2016
|
|
|
|
|
|
|
|
|
|
33,113
(4)
|
|
1,439,422
|
|
|
46,998
(5)
|
|
2,043,003
|
|
|||
|
|
3/12/2015
|
|
17,605
(3)
|
|
35,210
(3)
|
|
40.85
|
|
|
3/11/2025
|
|
11,429
(6)
|
|
496,819
|
|
|
23,675
(7)
|
|
1,029,152
|
|
||
|
|
8/18/2014
|
|
|
|
20,443
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
6,843
(6)
|
|
30,588
|
|
|
19,901
(8)
|
|
865,096
|
|
||
|
|
3/12/2014
|
|
|
|
15,129
(3)
|
|
25.74
|
|
|
3/11/2024
|
|
5,264
(6)
|
|
228,826
|
|
|
|
|
|
|||
|
|
1/12/2011
|
|
5,000
(11)
|
|
|
|
35.67
|
|
|
1/11/2021
|
|
|
|
|
|
|
|
|
||||
|
|
9/20/2010
|
|
5,000
(11)
|
|
|
|
38.32
|
|
|
9/19/2020
|
|
|
|
|
|
|
|
|
||||
|
|
6/23/2010
|
|
5,000
(11)
|
|
|
|
36.63
|
|
|
6/22/2020
|
|
|
|
|
|
|
|
|
||||
|
|
4/7/2010
|
|
6,250
(11)
|
|
|
|
44.20
|
|
|
4/6/2020
|
|
|
|
|
|
|
|
|
||||
|
|
1/13/2010
|
|
6,250
(11)
|
|
|
|
39.73
|
|
|
1/12/2020
|
|
|
|
|
|
|
|
|
||||
|
|
9/17/2009
|
|
6,250
(11)
|
|
|
|
37.59
|
|
|
9/16/2019
|
|
|
|
|
|
|
|
|
||||
|
|
8/5/2008
|
|
20,000
(11)
|
|
|
|
41.19
|
|
|
8/4/2018
|
|
|
|
|
|
|
|
|
||||
|
|
10/18/2007
|
|
4,878
(11)
|
|
|
|
47.84
|
|
|
10/17/2017
|
|
|
|
|
|
|
|
|
||||
Mr. Nelsen
|
|
3/15/2016
|
|
|
|
|
|
|
|
|
|
27,318
(4)
|
|
1,187,513
|
|
|
38,774
(5)
|
|
1,685,506
|
|
|||
|
|
3/12/2015
|
|
14,524
(3)
|
|
29,048
(3)
|
|
40.85
|
|
|
3/11/2025
|
|
9,429
(6)
|
|
409,879
|
|
|
19,532
(7)
|
|
849,056
|
|
||
|
|
8/18/2014
|
|
30,372
(3)
|
|
15,187
(3)
|
|
29.91
|
|
|
8/17/2024
|
|
5,084
(6)
|
|
221,001
|
|
|
22,175
(8)
|
|
963,947
|
|
||
|
|
4/16/2013
|
|
40,000
(3)
|
|
|
|
23.66
|
|
|
4/15/2023
|
|
|
|
|
|
|
|
|
||||
|
|
6/20/2011
|
|
9,375
(11)
|
|
|
|
31.54
|
|
|
6/19/2021
|
|
|
|
|
|
|
|
|
||||
|
|
1/12/2011
|
|
5,000
(11)
|
|
|
|
35.67
|
|
|
1/11/2021
|
|
|
|
|
|
|
|
|
||||
|
|
9/20/2010
|
|
5,000
(11)
|
|
|
|
38.32
|
|
|
9/19/2020
|
|
|
|
|
|
|
|
|
||||
|
|
6/23/2010
|
|
5,000
(11)
|
|
|
|
36.63
|
|
|
6/22/2020
|
|
|
|
|
|
|
|
|
||||
|
|
4/7/2010
|
|
5,250
(11)
|
|
|
|
44.20
|
|
|
4/6/2020
|
|
|
|
|
|
|
|
|
||||
|
|
1/13/2010
|
|
5,250
(11)
|
|
|
|
39.73
|
|
|
1/12/2020
|
|
|
|
|
|
|
|
|
||||
|
|
9/17/2009
|
|
5,250
(11)
|
|
|
|
37.59
|
|
|
9/16/2019
|
|
|
|
|
|
|
|
|
||||
|
|
6/23/2009
|
|
10,500
(11)
|
|
|
|
32.98
|
|
|
6/22/2019
|
|
|
|
|
|
|
|
|
||||
|
|
8/5/2008
|
|
20,000
(11)
|
|
|
|
41.19
|
|
|
8/4/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||
Name
|
|
Grant
Date
(1)
|
|
Number of
Securities Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not Vested
(#)
|
|
Market
Value of
Shares or
Units of
Stock That Have Not Vested
($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
(2)
|
|||||
|
|
10/18/2007
|
|
4,403
(11)
|
|
|
|
47.84
|
|
|
10/17/2017
|
|
|
|
|
|
|
|
|
||||
|
|
2/21/2007
|
|
13,000
(11)
|
|
|
|
50.39
|
|
|
2/20/2017
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For a better understanding of the equity-based awards included in this table, we have provided the grant date of each award.
|
(2)
|
These amounts were determined based on the closing price of Best Buy common stock on January 27, 2017, the last trading day in fiscal 2017. The closing price quoted on the NYSE was $43.47.
|
(3)
|
The amount reflects nonqualified stock options that become exercisable over a three-year period at the rate of one-third per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates.
|
(4)
|
The amount reflects restricted shares that vest over a three-year period at the rate of one-third per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates. The restricted shares were also subject to achievement of positive "adjusted net earnings" as of the end of any fiscal year during the three-year term of the award; this condition was met as of the end of fiscal 2017.
|
(5)
|
The amount reflects an outstanding performance share award assuming a maximum payout (150% of the target grant). The number of shares ultimately earned will be based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on March 1, 2016 and ending on February 28, 2019. As of the end of fiscal 2017, performance was at the maximum payout level for these shares.
|
(6)
|
The amount reflects time-based restricted shares that vest over a three-year period at the rate of one-third per year, beginning one year from the grant date, provided the NEO has been continually employed with us through those dates.
|
(7)
|
The amount reflects an outstanding performance share award assuming a maximum payout (150% of the target grant). The number of shares ultimately earned will be based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on March 1, 2015 and ending on February 28, 2018. As of the end of fiscal 2017, performance was at the maximum payout level for these shares.
|
(8)
|
The amount reflects an outstanding performance share award assuming a maximum payout (150% of the target grant). The number of shares ultimately earned will be based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on August 1, 2014 and ending on July 31, 2017. As of the end of fiscal 2017, performance was at the maximum payout level for these shares.
|
(9)
|
The amount reflects nonqualified stock options that became exercisable in four equal installments of 25% each, with the first installment vesting on the grant date and the remaining three installments vesting on each of the next three anniversaries of the grant date.
|
(10)
|
The amount reflects an outstanding performance share award assuming a maximum payout (150% of the target grant). The number of shares ultimately earned will be based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over the 36-month period commencing on October 1, 2015 and ending on September 30, 2018. As of the end of fiscal 2017, performance was at the maximum payout level for these shares.
|
(11)
|
The amount reflects nonqualified stock options that became exercisable in four equal annual installments of 25% each, with the first installment vesting one year from the grant date.
|
(12)
|
Ms. McCollam retired from the Company on January 28, 2017. All of her unvested equity was forfeited as of that date.
|
(13)
|
The amount reflects nonqualified stock options which Ms. McCollam could exercise within 60 days of her termination date (January 28, 2017).
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Name
|
|
Number of Shares
Acquired on
Exercise
(#)
|
|
Value
Realized on
Exercise
(1)
($)
|
|
Number of Shares
Acquired on
Vesting
(#)
|
|
Value
Realized on
Vesting
(2)
($)
|
|||||
Mr. Joly
|
|
—
|
|
|
$
|
—
|
|
|
390,438
(3)
|
|
$
|
12,259,583
|
|
Ms. Barry
|
|
1,822
(4)
|
|
|
25,839
|
|
|
16,319
(5)
|
|
559,544
|
|
||
Ms. McCollam
|
|
670,897
(6)
|
|
|
11,509,145
|
|
|
140,840
(7)
|
|
4,456,475
|
|
||
Ms. Ballard
|
|
344,348
(8)
|
|
|
2,723,184
|
|
|
49,723
(9)
|
|
1,585,756
|
|
||
Mr. Mohan
|
|
230,622
(10)
|
|
|
3,522,345
|
|
|
56,989
(11)
|
|
1,850,394
|
|
||
Mr. Nelsen
|
|
59,893
(12)
|
|
|
867,590
|
|
|
46,009
(13)
|
|
1,455,998
|
|
(1)
|
Value based on market value of Best Buy common stock at the time of exercise, minus the exercise cost.
|
(2)
|
Value based on the closing market price of Best Buy common stock on the vesting date.
|
(3)
|
The amount represents:
|
(a)
|
the partial vesting of time-based restricted shares granted under our LTI program: one-third of the shares granted April 16, 2013 (43,554), which vested on April 18, 2016; one-third of the shares granted August 18, 2014 (30,794), which vested on August 18, 2016; and one-third of the shares granted March 12, 2015 (25,714), which vested on March 14, 2016; and
|
(b)
|
the shares (290,376) acquired upon the vesting and settlement of a performance share award which was granted on April 16, 2013 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on March 31, 2016.
|
(4)
|
On March 1, 2016, Ms. Barry exercised options to purchase 282 shares at an exercise price of $24.12; 282 shares at an exercise price of $24.18; 629 shares at an exercise price of $17.94; and 629 shares at an exercise price of $14.67. These options were exercised when the market price of a share of Best Buy common stock ranged from $32.90 to $32.94.
|
(5)
|
The amount represents:
|
(a)
|
the partial vesting of time-based restricted shares granted under our LTI program: one-fourth of the shares granted February 1, 2012 (94), which vested on February 1, 2016; one-third of the shares granted April 16, 2013 (1,129), which vested on April 18, 2016; one-third of the shares granted June 19, 2013 (1,130), which vested on June 20, 2016; one-third of the shares granted August 18, 2014 (1,644), which vested on August 18, 2016; one-third of the shares granted March 12, 2015 (1,330), which vested on March 14, 2016; and one-third of the shares granted October 1, 2015 (6,478), which vested on October 3, 2016; and
|
(b)
|
the shares (4,514) acquired upon the vesting and settlement of a performance share award which was granted on April 16, 2013 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on March 31, 2016.
|
(6)
|
On March 9, 2016, Ms. McCollam exercised options to purchase 128,755 shares at an exercise price of $23.66 and 383,142 shares at an exercise price of $12.39. These options were exercised when the market price of a share of Best Buy common stock was $34.15. On August 25, 2016, Ms. McCollam exercised options to purchase 64,378 shares at an exercise price of $23.66 and 94,622 shares at an exercise price of $29.91. These options were exercised when the market prices of a share of Best Buy common stock were $38.82 and $38.86, respectively.
|
(7)
|
The amount represents:
|
(a)
|
the partial vesting of time-based restricted shares granted under our LTI program: one-third of the shares granted April 16, 2013 (22,400), which vested on April 18, 2016; one-third of the shares granted August 18, 2014 (15,837), which vested on August 18, 2016; and one-third of the shares granted March 12, 2015 (13,000), which vested on March 14, 2016; and
|
(b)
|
the shares (89,603) acquired upon the vesting and settlement of a performance share award which was granted on April 16, 2013 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on March 31, 2016.
|
(8)
|
On March 3, 2016, Ms. Ballard exercised options to purchase 66,250 shares at an exercise price of $26.88; 38,150 shares at an exercise price of $23.66; 8,334 shares at an exercise price of $22.06; 11,084 shares at an exercise price of $20.31; 15,000 shares at an exercise price of $24.12; 15,000 shares at an exercise price of $24.18; 11,084 shares at an exercise price of $17.94; and 11,084 shares at an exercise price of $14.67. These options were exercised when the market price of a share of Best Buy common stock ranged from $32.80 to $33.03. On August 31, 2016, Ms. Ballard exercised options to purchase 33,125 shares at an exercise price of $32.98; 16,563 shares at an exercise price of $37.59; 16,563 shares at an exercise price of $36.63; 19,075 shares at an exercise price of $23.66; 28,036 shares at an exercise price of $29.91; 20,000 shares at an exercise price of $35.67; 20,000 shares at an exercise price of $29.75; and 15,000 shares at an exercise price of $31.54. These options were exercised when the market price of a share of Best Buy common stock ranged from $38.31 to $39.01.
|
(9)
|
The amount represents:
|
(a)
|
the partial vesting of time-based restricted shares granted under our LTI program: one-fourth of the shares granted February 1, 2012 (417), which vested on February 1, 2016; one-third of the shares granted April 16, 2013 (6,637), which vested on April 18, 2016; one-third of the shares granted August 18, 2014 (4,692), which vested on August 18, 2016; and one-third of the shares granted March 12, 2015 (11,428), which vested on March 14, 2016; and
|
(b)
|
the shares (26,549) acquired upon the vesting and settlement of a performance share award which was granted on April 16, 2013 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on March 31, 2016.
|
(10)
|
On November 21, 2016, Ms. Mohan exercised options to purchase 12,500 shares at an exercise price of $32.98; 40,886 shares at an exercise price of $29.91; 3,000 shares at an exercise price of $22.06; and 5,000 shares at an exercise price of $31.54. These options were exercised when the market price of a share of Best Buy common stock ranged from $44.95 to $45.59. On August 31, 2016, Mr. Mohan exercised options to purchase 18,333 shares at an exercise price of $26.88; 30,256 shares at an exercise price of $25.74; 55,300 shares at an exercise price of $20.08; 47,687 shares at an exercise price of $23.66; 5,000 shares at an exercise price of $29.75; 5,000 shares at an exercise price of $24.12; 5,000 shares at an exercise price of $24.18; 1,330 shares at an exercise price of $17.94 and 1,330 shares at an exercise price of $14.67. These options were exercised when the market price of a share of Best Buy common stock ranged from $38.48 to $39.01.
|
(11)
|
The amount represents:
|
(a)
|
the partial vesting of time-based restricted shares granted under our LTI program: one-third of the shares granted March 11, 2013 (11,514), which vested on March 11, 2016; one-third of the shares granted April 16, 2013 (5,531), which vested on April 18, 2016; one-third of the shares granted March 12, 2014 (5,263), which vested on March 14, 2016; one-third of the shares granted August 18, 2014 (6,843), which vested on August 18, 2016; and one-third of the shares granted March 12, 2015 (5,714), which vested on March 14, 2016; and
|
(b)
|
the shares (22,124) acquired upon the vesting and settlement of a performance share award which was granted on April 16, 2013 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on March 31, 2016.
|
(12)
|
On August 31, 2016, Mr. Nelsen exercised options to purchase 10,000 shares at an exercise price of $26.88; 21,993 shares at an exercise price of $23.66; 5,000 shares at an exercise price of $29.75; 6,875 shares at an exercise price of $24.12; 9,375 shares at an exercise price of $24.18; 3,325 shares at an exercise price of $17.94; and 3,325 shares at an exercise price of $14.67. These options were exercised when the market price of a share of Best Buy common stock ranged from $38.50 to $38.53.
|
(13)
|
The amount represents:
|
(a)
|
the partial vesting of time-based restricted shares granted under our LTI program: one-fourth of the shares granted February 1, 2012 (261), which vested on February 1, 2016; one-third of the shares granted April 16, 2013 (7,190), which vested on April 18, 2016; one-third of the shares granted August 18, 2014 (5,083), which vested on August 18, 2016; and one-third of the shares granted March 12, 2015 (4,714), which vested on March 14, 2016; and
|
(b)
|
the shares (28,761) acquired upon the vesting and settlement of a performance share award which was granted on April 16, 2013 and was based on the performance of our stock's total shareholder return, relative to a peer group comprised of the S&P 500 Index, over a 36-month period which ended on March 31, 2016.
|
Name
|
|
Executive
Contributions
in Last Fiscal Year
|
|
|
Registrant
Contributions
in Last Fiscal Year
|
|
|
Aggregate
Earnings
(Losses)
in Last Fiscal Year
|
|
|
Aggregate
Withdrawals/
Distributions
|
|
|
Aggregate
Balance at
Last Fiscal Year End
|
|
|
|||||
Mr. Joly
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
592,752
|
|
(1)
|
$
|
—
|
|
|
$
|
16,901,335
|
|
(2)
|
Ms. Barry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Ms. McCollam
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Ms. Ballard
|
|
—
|
|
|
—
|
|
|
341,358
|
|
|
—
|
|
|
2,061,179
|
|
(3)
|
|||||
Mr. Mohan
|
|
—
|
|
|
—
|
|
|
31,098
|
|
|
—
|
|
|
149,890
|
|
(4)
|
|||||
Mr. Nelsen
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
This amount reflects the value of the dividend equivalents earned by Mr. Joly (17,805 dividend equivalent units) relative to his September 4, 2012 restricted stock unit award. The 17,805 units are payable to Mr. Joly in the form of shares of our common stock (one share per unit). The shares will be issued to Mr. Joly within six months following his separation from the Company.
|
(2)
|
This amount reflects the end of fiscal year value of all vested restricted stock units and related dividend equivalents from Mr. Joly's September 4, 2012 restricted stock unit award (in total, 332,964 units and 55,841 dividend equivalent units), calculated based on the closing price of our common stock ($43.47) as quoted on the NYSE on January 27, 2017, the last business day in fiscal 2017. $5,051,064 of this amount has been previously reported in the “Stock Awards” column of the
Summary Compensation Table
.
|
(3)
|
This amount includes $859,369 that has previously been reported as either "Salary" or "Non-Equity Incentive Plan Compensation" in the
Summary Compensation Table
.
|
(4)
|
No portion of this amount has been previously reported in the
Summary Compensation Table
.
|
•
|
Up to 75% of base salary; and
|
•
|
Up to 100% of a cash bonus (earned and paid in the same year) and short-term incentive compensation (earned and paid in different years), as applicable.
|
Investment
|
|
Rate of Return
(1)
|
|
NVIT Money Market
|
|
0.04
|
%
|
PIMCO VIT Total Return
|
|
2.34
|
%
|
PIMCO VIT High-Yield Bond
|
|
14.27
|
%
|
Fidelity VIP II Asset Manager
|
|
9.97
|
%
|
Vanguard VIF Diversified Value
|
|
18.72
|
%
|
Vanguard VIF Equity Index
|
|
19.86
|
%
|
MFS VIT Growth Series
|
|
12.22
|
%
|
Franklin VIPT Small Cap Value Securities
|
|
36.52
|
%
|
Vanguard VIF Small Company Growth
|
|
—
|
%
|
Vanguard VIF International
|
|
18.64
|
%
|
(1)
|
Rate of return is net of investment management fees, fund expenses or administrative charges, as applicable.
|
Name
|
|
Voluntary Termination for Good Reason
|
|
Involuntary Termination without Cause
|
|
Involuntary Termination - under Severance Plan
(1)
|
|
Termination
following Change-of-Control
(2)
|
||||||||
Mr. Joly
|
|
$
|
2,406,729
|
|
|
$
|
2,406,729
|
|
|
$
|
2,406,729
|
|
|
$
|
9,985,479
|
|
Ms. Barry
|
|
—
|
|
|
—
|
|
|
1,573,765
|
|
|
—
|
|
||||
Ms. Ballard
|
|
—
|
|
|
—
|
|
|
1,654,555
|
|
|
—
|
|
||||
Mr. Mohan
|
|
—
|
|
|
—
|
|
|
1,771,408
|
|
|
—
|
|
||||
Mr. Nelsen
|
|
—
|
|
|
—
|
|
|
1,380,069
|
|
|
—
|
|
(1)
|
Pursuant to our Severance Plan, our NEOs are eligible for cash severance, as detailed above the table, if they are involuntarily terminated as a result of job elimination, reduction in force or business restructuring (or other circumstances at our discretion). Since the applicability of the Severance Plan is more narrow than is implied by the column heading "Involuntary Termination without Cause", the severance payments the NEOs are eligible for under those limited circumstances are detailed separately here.
|
(2)
|
Specifically, involuntary termination without Cause or voluntary termination for Good Reason on or within 12 months following (or in anticipation of) a change-of-control.
|
Event
|
|
Effect on Vested Stock Options
(1)
|
|
Effect on Unvested Stock Options
|
Voluntary termination without
Good Reason
(2)
|
|
Stock options granted under our LTI program are exercisable for a 60-day period following the termination date.
Mr. Joly's Sign-On Stock Options are exercisable for a 90-day period following the termination date.
|
|
All stock options are forfeited.
|
Voluntary termination for Good Reason
(2)
|
|
Stock options granted under our LTI program are exercisable for a 60-day period following the termination date.
Mr. Joly's Sign-On Stock Options are exercisable for a two-year period following the termination date.
|
|
All stock options are forfeited.
|
Involuntary termination for Cause
|
|
Not exercisable.
|
|
All stock options are forfeited.
|
Involuntary termination without
Cause
|
|
Stock options granted under our LTI program are exercisable for a 60-day period following the termination date.
Mr. Joly's Sign-On Stock Options are exercisable for a two-year period following the termination date.
|
|
All stock options are forfeited.
|
Termination
(3)
within 12 months of a change-of-control
|
|
Stock options granted under our LTI program are exercisable for a 60-day period following the termination date.
Mr. Joly's Sign-On Stock Options are exercisable for a two-year period following the termination date.
|
|
All stock options vest 100%.
|
Death or disability
|
|
Generally exercisable for a one-year period.
|
|
All stock options vest 100%.
|
Qualified retirement
(4)
|
|
Generally exercisable for a one- to three-year period depending on the terms and conditions of the respective award agreement.
|
|
Continue to vest according to their normal vesting terms.
|
(1)
|
Stock options may not be exercised after their expiration dates under any circumstance.
|
(2)
|
Good Reason
is usually deemed to exist if the Company makes a material adverse change to the NEO's title, responsibilities or salary or requires the NEO to work more than 50 miles from the corporate office location in Richfield, MN (except for temporary business-related travel).
|
(3)
|
For awards granted prior to fiscal 2015, this means involuntary termination without Cause or voluntary termination for Good Reason. For awards granted in fiscal 2015 and thereafter, this means only involuntary termination without Cause.
|
(4)
|
Qualified Retirement
is defined in our employment and award agreements as: retirement by an employee, including our NEOs, on or after their 60
th
birthday, so long as they have been employed continuously for at least the five-year period immediately preceding their retirement date.
|
Name
|
|
Death or Disability
|
|
Termination following Change-of-Control
(1)
|
||||
Mr. Joly
|
|
$
|
3,723,421
|
|
|
$
|
3,723,421
|
|
Ms. Barry
|
|
227,940
|
|
|
227,940
|
|
||
Ms. Ballard
|
|
374,585
|
|
|
374,585
|
|
||
Mr. Mohan
|
|
637,964
|
|
|
637,964
|
|
||
Mr. Nelsen
|
|
282,041
|
|
|
282,041
|
|
(1)
|
Specifically, termination on or within 12 months of a change-of-control. For awards granted prior to fiscal 2015, this means involuntary termination without Cause or voluntary termination for Good Reason. For awards granted in fiscal 2015 and thereafter, this means only involuntary termination without Cause.
|
Name
|
|
Death or Disability
|
||
Mr. Joly
|
|
$
|
7,892,370
|
|
Ms. Barry
|
|
2,009,966
|
|
|
Ms. Ballard
|
|
2,637,064
|
|
|
Mr. Mohan
|
|
3,211,477
|
|
|
Mr. Nelsen
|
|
1,818,394
|
|
Event
|
|
Effect on Unearned Shares
|
-Death or disability
|
|
-Deemed earned on a pro-rata basis (number of days employed through termination / total number of days in performance period) based on the level of performance achieved as of the
termination date
|
-Involuntary termination without Cause
-Qualified retirement
|
|
-Deemed earned on a pro-rata basis (number of days employed through termination / total number of days in performance period) based on the level of performance achieved as of the end of the
performance period
|
-Change-of-control
|
|
-Deemed earned based on the level of performance achieved or at target, whichever is greater, as of the date of the change-of-control. Issuance of earned shares is subject to the NEO's continued employment through the end of the performance period
|
-Termination following a change-of-control due to: death or disability, involuntary termination without Cause or qualified retirement
|
|
-A pro-rata portion (determined by number of days employed through termination / total number of days in performance period) of those shares deemed earned as of the date of the change-of-control are issued to the NEO
|
Name
|
|
Death or Disability
|
|
Involuntary Termination without Cause
|
|
Change-of-Control
(1)
|
||||||
Mr. Joly
|
|
$
|
16,130,526
|
|
|
$
|
16,130,526
|
|
|
$
|
27,665,634
|
|
Ms. Barry
|
|
1,369,476
|
|
|
1,369,476
|
|
|
2,986,780
|
|
|||
Ms. Ballard
|
|
2,675,471
|
|
|
2,675,471
|
|
|
4,991,052
|
|
|||
Mr. Mohan
|
|
2,681,102
|
|
|
2,681,102
|
|
|
5,432,750
|
|
|||
Mr. Nelsen
|
|
1,856,508
|
|
|
1,856,508
|
|
|
3,498,444
|
|
(1)
|
Reflects value realizable upon a change-of-control event, but assumes that the NEO will stay with the Company through the end of the performance period of each outstanding performance share award.
|
|
Annual Amount
|
|
|
Annual retainer
|
$
|
85,000
|
|
Lead independent director stipend
|
25,000
|
|
|
Annual committee chair retainer - Audit
|
25,000
|
|
|
Annual committee chair retainer - Compensation & Human Resources
|
20,000
|
|
|
Annual committee chair retainer - Nominating
|
15,000
|
|
|
Annual committee chair retainer - Finance and Investment Policy
|
10,000
|
|
Name
(1)
|
|
Fees Earned or
Paid In Cash
|
|
|
Stock
Awards
(2)
|
|
|
Option
Awards
(3)
|
|
|
All Other Compensation
(4)
|
|
|
Total
|
|
|||||
Bradbury H. Anderson
(5)
|
|
$
|
31,525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,842
|
|
|
$
|
49,367
|
|
Lisa M. Caputo
|
|
85,000
|
|
|
182,978
|
|
|
—
|
|
|
—
|
|
|
267,978
|
|
|||||
J. Patrick Doyle
|
|
85,000
|
|
|
182,978
|
|
|
—
|
|
|
—
|
|
|
267,978
|
|
|||||
Russell P. Fradin
(6)
|
|
130,000
|
|
|
182,978
|
|
|
—
|
|
|
—
|
|
|
312,978
|
|
|||||
Kathy J. Higgins Victor
(7)
|
|
100,000
|
|
|
182,978
|
|
|
—
|
|
|
—
|
|
|
282,978
|
|
|||||
David W. Kenny
(8)
|
|
94,272
|
|
|
182,978
|
|
|
—
|
|
|
—
|
|
|
277,250
|
|
|||||
Karen L. McLoughlin
|
|
85,000
|
|
|
182,978
|
|
|
—
|
|
|
—
|
|
|
267,978
|
|
|||||
Thomas L. Millner
(9)
|
|
100,728
|
|
|
182,978
|
|
|
—
|
|
|
—
|
|
|
283,706
|
|
|||||
Claudia Munce
(10)
|
|
74,959
|
|
|
227,746
|
|
|
—
|
|
|
—
|
|
|
302,705
|
|
|||||
Gérard R. Vittecoq
(11)
|
|
95,000
|
|
|
182,978
|
|
|
—
|
|
|
—
|
|
|
277,978
|
|
(1)
|
Mr. Joly, our only management director during fiscal 2017, did not receive any compensation for his service as a director.
|
(2)
|
The amounts in this column reflect the aggregate grant date fair value for restricted stock units granted to our non-management directors during fiscal 2017, measured in accordance with ASC Topic 718. As of January 28, 2017, our non-management directors held outstanding stock units including both unvested restricted stock units and restricted stock units that have vested, but that are subject to a holding requirement until the director leaves the board ("deferred units") as follows: Ms. Caputo — 6,514 unvested units and 17,766 deferred units; Mr. Doyle — 6,514 unvested units and 8,388 deferred units; Mr. Fradin — 6,514 unvested units and 17,766 deferred units; Ms. Higgins Victor — 6,514 unvested units and 17,766 deferred units; Mr. Kenny — 6,514 unvested units and 13,743 deferred units; Ms. McLoughlin — 6,514 unvested units and 3,606 deferred units; Mr. Millner — 6,514 unvested units and 12,230 deferred units; Ms. Munce — 7,897 unvested units and 0 deferred units; Mr. Vittecoq — 6,514 unvested units and 17,766 deferred units.
|
(3)
|
We did not grant stock option awards to our non-management directors in fiscal 2017. As of January 28, 2017, our non-management directors held outstanding stock options as follows: Ms. Caputo — 12,500 stock options; Mr. Doyle — 0 stock options; Mr. Fradin — 0 stock options; Ms. Higgins Victor — 17,500 stock options; Mr. Kenny — 0 stock options; Ms. McLoughlin — 0 stock options; Mr. Millner — 0 stock options; Ms. Munce — 0 stock options; Mr. Vittecoq — 21,250 stock options.
|
(4)
|
Pursuant to the terms of the restricted stock units granted to our non-management directors on June 19, 2013, directors are entitled to an accrual of dividend equivalents from the vesting date (June 19, 2014) through the date the restricted stock units are issued to the director as shares (upon departure from the Board). Dividend equivalent accruals are to be settled in cash at the time the shares are delivered to the departing director. The amounts in this column reflect the dividend equivalent payments received by directors who retired during fiscal 2017.
|
(5)
|
Mr. Anderson retired from the Board on June 14, 2016.
|
(6)
|
Mr. Fradin is our Lead Independent Director. He is also chair of the Compensation Committee.
|
(7)
|
Ms. Higgins Victor is chair of the Nominating Committee.
|
(8)
|
Mr. Kenny was chair of Audit Committee through June 14, 2016.
|
(9)
|
Mr. Millner became chair of the Audit Committee on June 14, 2016.
|
(10)
|
Ms. Munce joined the Board on March 14, 2016.
|
(11)
|
Mr. Vittecoq is chair of the Finance and Investment Policy Committee.
|
l
|
No re-pricing of "underwater" stock options and stock appreciation rights without shareholder approval;
|
l
|
No dividend equivalents paid on stock options and unearned awards;
|
l
|
No "liberal share counting" methods;
|
l
|
No liberal change of control definitions, such as permitting acceleration of equity awards prior to consummation of a change of control transaction;
|
l
|
Full-value awards (i.e. any award other than a stock option, stock appreciation right, or similar award) count against the maximum share limit as two shares for every one share issued;
|
l
|
All awards under the amended 2014 Plan are subject to forfeiture or other clawback in certain circumstances;
|
l
|
No discounted options may be granted; and
|
l
|
Nearly all authorized award shares are subject to 1-year minimum vesting requirement; only 5% of our share reserve is not subject to the minimum vesting requirement.
|
•
|
The maximum value of performance awards denominated in cash granted to any one person in any calendar year may not exceed $10,000,000. The purpose of the foregoing limitations are to ensure that awards intended to represent “qualified performance-based compensation” within the meaning of Section 162(m) are fully deductible under that tax provision.
|
•
|
A maximum of 32,700,000 shares will be available for granting incentive stock options under the amended 2014 Plan, subject to the provisions of Section 422 or 424 of the Internal Revenue Code or any successor provision. The maximum value of awards denominated in shares granted to any non-employee director in any calendar year may not exceed $500,000 in aggregate value in any calendar year (as determined in accordance with applicable financial accounting rules); provided, that the foregoing does not apply to any election by a director to receive an award in lieu of cash retainers or fees.
|
•
|
The Compensation Committee may adjust the number of shares and share limits described above in the case of a stock dividend or other distribution, including a stock split, merger or other similar corporate transaction or event, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under the amended 2014 Plan.
|
•
|
stock options (including both incentive and non-qualified stock options);
|
•
|
stock appreciation rights;
|
•
|
restricted stock and restricted stock units;
|
•
|
performance awards of cash, stock or property;
|
•
|
dividend equivalents; and
|
•
|
other stock-based awards (which may be payable in shares, cash, or other forms).
|
•
|
Termination of any award, whether or not vested, in exchange for the amount of cash and/or property that would have been received upon the exercise of the award or the realization of the award holder’s rights or the replacement of the award with other rights or property in the discretion of the Compensation Committee or the Board;
|
•
|
Assumption or substitution of any award by the successor or survivor corporation, with appropriate adjustment to the number and kind of shares and exercise price;
|
•
|
Subject to the limitations provided below, acceleration of the exercisability or the vesting of any award, notwithstanding the terms in any award agreement; or
|
•
|
Prevention of additional vesting or exercisability of any award after a specified date.
|
Name and Position
|
|
Stock Options
|
|
Time-Based
Restricted Shares & Units
|
|
Performance-Based Restricted Shares & Units
(1)
|
|||
Hubert Joly
Chairman and Chief Executive Officer
|
|
741,921
|
|
|
268,861
|
|
|
631,033
|
|
Corie S. Barry
Chief Financial Officer
|
|
60,276
|
|
|
57,333
|
|
|
93,740
|
|
Sharon L. McCollam
Former Chief Administrative Officer and Chief Financial Officer
|
|
262,088
|
|
|
161,840
|
|
|
153,242
|
|
Shari L. Ballard
President, Multi-Channel Retail and Operations
|
|
147,684
|
|
|
81,476
|
|
|
148,443
|
|
R. Michael Mohan
Chief Merchandising & Marketing Officer
|
|
114,144
|
|
|
88,014
|
|
|
155,217
|
|
Keith J. Nelsen
General Counsel & Secretary
|
|
89,131
|
|
|
56,711
|
|
|
93,198
|
|
All executive officers as a group
|
|
1,562,627
|
|
|
998,896
|
|
|
1,575,299
|
|
All non-employee directors as a group
|
|
—
|
|
|
109,789
|
|
|
—
|
|
All employees as a group
(excluding the executive officers)
|
|
1,529,724
|
|
|
9,627,559
|
|
|
994,385
|
|
Plan Category
|
Securities to Be Issued Upon Exercise of Outstanding Options and Rights
(1)
(a)
|
Weighted Average Exercise Price per Share of Outstanding Options and Rights
(2)
(b)
|
Securities Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(3)
(c)
|
||
Equity compensation plans approved by security holders
|
10,109,395
|
|
$36.61
|
18,722,125
|
|
(1)
|
Includes grants of stock options and restricted stock units (which may be market-based, performance-based, or time-based) awarded under our 2004 Omnibus Stock and Incentive Plan, as amended, and our 2014 Omnibus Incentive Plan.
|
(2)
|
Includes weighted-average exercise price of outstanding stock options only. The weighted average remaining term of outstanding stock options was 4.3 years.
|
(3)
|
Includes 4,142,376 shares of our common stock which have been reserved for issuance under the ESPP.
|
|
|
|
|
|
By Order of the Board of Directors
|
|
|
|
|
|
Keith J. Nelsen
|
May 1, 2017
|
|
Secretary
|
(1)
|
Represents cathode ray tube ("CRT") and LCD litigation settlements reached, net of related legal fees and costs. Settlements related to products purchased and sold in prior fiscal years. For the fiscal year ended January 28, 2017, the full balance related to the United States. For the fiscal year ended January 30, 2016, $75 million related to the United States and $2 million related to Canada. Refer to Note 12,
Contingencies and Commitments
, in the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, in the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2017, for further information.
|
(2)
|
Refer to Note 3,
Fair Value Measurements
, in the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, of the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2017 for additional information regarding the nature of these charges. For the fiscal year ended January 28, 2017, $24 million related to the United States and $2 million related to Canada. For the fiscal year ended January 30, 2016, $58 related to the United States and $3 million related to Canada. For the fiscal year ended January 31, 2015, $31 million related to the United States and $11 million related to Canada.
|
(3)
|
Refer to Note 4,
Restructuring Charges
, in the Notes to Consolidated Financial Statements, included in Item 8,
Financial Statements and Supplementary Data
, of the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2017, for additional information regarding the nature of these charges. For the fiscal year ended January 28, 2017, $31 million related to the United States and $8 million related to Canada. For the fiscal year ended January 30, 2016, $2 million related to the United States and $199 million related to Canada. For the fiscal year ended January 31, 2015, $4 million related to the United States and $1 million related to Canada.
|
(4)
|
Represents charges related to the Canadian brand consolidation initiated in the first quarter of fiscal 2016, primarily due to retention bonuses and other store-related costs that were a direct result of the consolidation but did not qualify as restructuring charges.
|
(5)
|
Income tax impact of non-GAAP adjustments is the summation of the calculated income tax charge related to each non-GAAP non-income tax adjustment. The non-GAAP adjustments relate primarily to adjustments in the United States and Canada. As such, the income tax charge is calculated using the statutory rates of 38.0% for the United States and 26.4% for Canada, applied to the non-GAAP adjustments of each country.
|
(d)
|
“
Board
” shall mean the Board of Directors of the Company.
|
(g)
|
“
Company
” shall mean Best Buy Co., Inc., a Minnesota corporation, and any successor corporation.
|
(h)
|
“
Director
” shall mean a member of the Board.
|
(i)
|
“
Dividend Equivalent
” shall mean any right granted under Section 6(e) of the Plan.
|
(k)
|
“
Exchange Act
” shall mean the Securities Exchange Act of 1934, as amended.
|
(q)
|
“
Other Stock-Based Award
” shall mean any right granted under Section 6(g) of the Plan.
|
(r)
|
“
Participant
” shall mean an Eligible Person designated to be granted an Award under the Plan.
|
(s)
|
“
Performance Award
” shall mean any right granted under Section 6(d) of the Plan.
|
•
|
economic value added (EVA);
|
•
|
sales or revenue;
|
•
|
costs or expenses;
|
•
|
net profit after tax;
|
•
|
gross profit;
|
•
|
income (including without limitation operating income, pre-tax income and income attributable to the Company);
|
•
|
cash flow (including without limitation free cash flow and cash flow from operating, investing or financing activities or any combination thereof);
|
•
|
earnings (including without limitation earnings before or after taxes, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA) and earnings (whether before or after taxes), EBIT or EBITDA as a percentage of net sales;
|
•
|
earnings per share (EPS) (basic or diluted);
|
•
|
earnings per share from continuing operations;
|
•
|
returns (including one or more of return on actual or pro forma assets, net assets, equity, investment, revenue, sales, capital and net capital employed, total shareholder return (TSR) and total business return (TBR));
|
•
|
margins (including one or more of gross, operating and net income margin);
|
•
|
ratios (including one or more of price-to-earnings, debt-to-assets, debt-to-net assets and ratios regarding liquidity, solvency, fiscal capacity, productivity or risk);
|
•
|
budget comparisons;
|
•
|
unit volume;
|
•
|
stock price;
|
•
|
net working capital;
|
•
|
value creation;
|
•
|
market share;
|
•
|
market capitalization;
|
•
|
workforce satisfaction and diversity goals;
|
•
|
employee retention;
|
•
|
customer satisfaction;
|
•
|
implementation or completion of key projects;
|
•
|
strategic plan development and implementation.
|
(v)
|
“
Plan
” shall mean the Best Buy Co., Inc. 2014 Omnibus Incentive Plan, as amended from time to time.
|
(x)
|
“
Restricted Stock
” shall mean any Share granted under Section 6(c) of the Plan.
|
(i)
|
32,700,000 Shares, plus
|
(ii)
|
any Shares subject to any outstanding award under the Prior Plan that, after February 1, 2014, are not purchased or are forfeited or reacquired by the Company (including any Shares withheld by the Company or Shares tendered to satisfy any tax withholding obligation or Shares covered by an Award that are settled in cash), or otherwise not delivered to the Participant due to termination or cancellation of such award, less
|
(iii)
|
any Shares subject to any award issued under the Prior Plan after February 1, 2014. On and after stockholder approval of this Plan, no awards shall be granted under the Prior Plan, but all outstanding awards previously granted under the Prior Plan shall remain outstanding and subject to the terms of the Prior Plan.
|
(b)
|
Counting Shares
. For purposes of this Section 4, except as set forth in this Section 4(b) below, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. For purposes of determining the number of Shares covered on the date of grant by a Stock Appreciation Right that is to be settled in Shares, the aggregate number of Shares with respect to which the Stock Appreciation Right is to be exercised shall be counted against the number of Shares available for Awards under the Plan (without regard to the number of actual Shares issued upon settlement). With respect to any Full Value Award, the number of Shares available for Awards under the Plan shall be reduced by two (2) Shares for each Share covered by the Full Value Award. Notwithstanding the foregoing, the following special rules shall apply with respect to share counting under the Plan:
|
(i)
|
If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited or are reacquired by the Company (including any Shares withheld by the Company or Shares tendered to satisfy any tax withholding obligation or Shares covered by an Award that are settled in cash), or if an Award otherwise terminates or is canceled without delivery of any Shares, then the number of Shares counted pursuant to Section 4(b) of the Plan against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company, termination or cancellation, shall again be available for granting Awards under the Plan.
|
(ii)
|
Notwithstanding anything to the contrary in this Section 4(b), the following Shares will not again become available for issuance under the Plan: (A) any Shares which would have been issued upon any exercise of an Option but for the fact that the exercise price was paid by a “net exercise” pursuant to Section 6(a)(iii)(B) or any Shares tendered in payment of the exercise price of an Option; (B) any Shares withheld by the Company or Shares tendered to satisfy any tax withholding obligation with respect to an Option or Stock Appreciation Right; (C) Shares covered by a Stock Appreciation Right issued under the Plan that are not issued in connection with settlement in Shares upon exercise; or (D) Shares that are repurchased by the Company using Option exercise proceeds.
|
(iii)
|
Awards that do not entitle the holder thereof to receive or purchase Shares shall not be counted against the aggregate number of Shares available for Awards under the Plan.
|
(iv)
|
Shares issued under Awards granted in substitution for awards previously granted by an entity that is acquired by or merged with the Company or an Affiliate shall not be counted against the aggregate number of Shares available for Awards under the Plan.
|
(d)
|
Award Limitations Under the Plan
.
|
(i)
|
Section 162(m) Limitation for Performance Awards Denominated in Shares
. No Eligible Person may be granted any Stock Options, Stock Appreciation Rights or Performance Awards denominated in Shares, for more than 2,500,000 Shares (subject to adjustment as provided for in Section 4(c) of the Plan), in the aggregate in any calendar year.
|
(ii)
|
Section 162(m) Limitation for Performance Awards Denominated in Cash
. The maximum amount payable pursuant to all Performance Awards denominated in cash to any Participant in the aggregate in any calendar year shall be $10,000,000 in value. This limitation contained in this Section 4(d)(ii) does not apply to any Award or Awards subject to the limitation contained in Section 4(d)(i). The limitation contained in this Section 4(d)(ii) shall apply only with respect to any Award or Awards granted under this Plan, and limitations on awards granted under any other shareholder-approved incentive plan maintained by the Company will be governed solely by the terms of such other plan.
|
(iii)
|
Limitation on Awards Granted to Non-Employee Directors
. No Director who is not also an employee of the Company or an Affiliate may be granted any Award or Awards denominated in Shares that exceed in the aggregate $500,000 in value (such value computed as of the date of grant in accordance with applicable financial accounting rules) in any calendar year. The foregoing limit shall not apply to any Award made pursuant to any election by the Director to receive an Award in lieu of all or a portion of annual and committee retainers and annual meeting fees.
|
(i)
|
Exercise Price
. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option;
provided, however,
that the Committee may designate a purchase price below Fair Market Value on the date of grant if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate.
|
(ii)
|
Option Term
. The term of each Option shall be fixed by the Committee at the time but shall not be longer than 10 years from the date of grant. Notwithstanding the foregoing, the Committee may provide in the terms of an Option (either at grant or by subsequent modification) that, to the extent consistent with Section 409A, in the event that on the last business day of the term of an Option (other than an Incentive Stock Option) (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option shall be extended for a period of not more than thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.
|
(iii)
|
Time and Method of Exercise
. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms, including, but not limited to, cash, Shares (actually or by attestation), other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.
|
(A)
|
Promissory Notes
. Notwithstanding the foregoing, the Committee may accept a promissory note as consideration only if the acceptance of such note does not conflict with Section 402 of the Sarbanes-Oxley Act of 2002.
|
(B)
|
Net Exercises
. The Committee may, in its discretion, permit an Option to be exercised by delivering to the Participant a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if positive, of the Fair Market Value of the Shares underlying the Option being exercised, on the date of exercise, over the exercise price of the Option for such Shares.
|
(iv)
|
Incentive Stock Options
. Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant of stock options which are intended to qualify as Incentive Stock Options:
|
(A)
|
The aggregate number of Shares that may be issued under all Incentive Stock Options under the Plan shall be 32,700,000.
|
(B)
|
The Committee will not grant Incentive Stock Options in which the aggregate Fair Market Value (determined as of the time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under this Plan and all other plans of the Company and its Affiliates) shall exceed $100,000.
|
(C)
|
All Incentive Stock Options must be granted within ten years from the earlier of the date on which this Plan was adopted by the Board and the date this Plan was approved by the shareholders of the Company.
|
(D)
|
Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than 10 years after the date of grant;
provided
,
however
, that in the case of a grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its Affiliates, such Incentive Stock Option shall expire and no longer be exercisable no later than five years from the date of grant.
|
(E)
|
The purchase price per Share for an Incentive Stock Option shall be not less than 100% of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option;
provided
,
however
, that, in the case of the grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of
|
(F)
|
Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock Option.
|
(i)
|
Restrictions
. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. Notwithstanding the foregoing, rights to dividend or Dividend Equivalent payments shall be subject to the limitations described in Section 6(e).
|
(ii)
|
Issuance and Delivery of Shares
. Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company or held in nominee name by the stock transfer agent or brokerage service selected by the Company to provide such services for the Plan. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock. Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered (including by updating the book-entry registration) to the Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units.
|
(iii)
|
Forfeiture
. Except as otherwise determined by the Committee or as provided in an Award Agreement, upon a Participant’s termination of employment or resignation or removal as a Director (in either case, as determined under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units held by such Participant at such time shall be forfeited and reacquired by the Company;
provided
,
however
, that the Committee may, when it finds that a waiver would be in the best interests of the
|
(i)
|
Timing of Designations; Duration of Performance Periods
. For each Performance Award, the Committee shall, not later than 90 days after the beginning of each performance period, (i) designate all Participants for such performance period and (ii) establish the objective performance factors for each Participant for that performance period on the basis of one or more of the Performance Goals, the outcome of which is substantially uncertain at the time the Committee actually establishes the Performance Goal. The Committee shall have sole discretion to determine the applicable performance period, provided that in the case of a performance period less than 12 months, in no event shall a performance goal be considered to be pre-established if it is established after 25 percent of the performance period (as scheduled in good faith at the time the Performance Goal is established) has elapsed.
|
(ii)
|
Certification
. Following the close of each performance period and prior to payment of any amount to a Participant with respect to a Performance Award, the Committee shall certify in writing as to the attainment of all factors (including the performance factors for a Participant) upon which any payments to a Participant for that performance period are to be based.
|
(iii)
|
Payment of Performance Awards
. Certified Awards shall be paid no later than two and one-half months following the conclusion of the applicable performance period;
provided, however,
that the Committee may establish procedures that allow for the payment of Awards on a deferred basis, subject to the requirements of Section 409A. The Committee may, in its discretion, reduce the amount of a payout achieved and otherwise to be paid in connection with a Performance Award, but may not exercise discretion to increase such amount.
|
(i)
|
Consideration for Awards
. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law.
|
(ii)
|
Awards May Be Granted Separately or Together
. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
|
(iii)
|
Forms of Payment under Awards
. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, promissory notes (
provided
,
however
, that the acceptance of such promissory notes does not conflict with Section 402 of the Sarbanes-Oxley Act of 2002), other securities, other Awards or other property or any combination thereof), and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents with respect to installment or deferred payments.
|
(iv)
|
Term of Awards
. Subject to Section 6(a)(ii), Section 6(a)(iv)(C), and Section 6(b), the term of each Award shall be for a period not to exceed 10 years from the date of grant.
|
(v)
|
Limits on Transfer of Awards
. Except as otherwise provided by the Committee in its discretion and subject to such additional terms and conditions as it determines, no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. If the Committee does permit the transfer of an Award other than a fully vested and unrestricted Share, such transfer shall be for no value and in accordance with the rules of Form S-8. The Committee may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death.
|
(vi)
|
Restrictions; Securities Exchange Listing
. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to, or legends to be placed on the certificates for, such Shares or other securities to reflect such restrictions. The Company shall not be required to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.
|
(vii)
|
Prohibition on Option and Stock Appreciation Right Repricing
. Except as provided in Section 4(c) hereof, the Committee may not, without prior approval of the Company’s shareholders, seek to effect any re-pricing of any previously granted “underwater” Option or Stock Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price; (ii) canceling the underwater Option or Stock Appreciation Right and granting either (A) replacement Options or Stock Appreciation Rights having a lower exercise price; or (B) Restricted Stock, Restricted Stock Units, Performance Award or Other Stock-Based Award in exchange; or (iii) cancelling or repurchasing the underwater Options or Stock Appreciation Rights for cash or other securities. An Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Award is less than the exercise price of the Award.
|
(viii)
|
Minimum Vesting and Limits on Acceleration
. No Award shall become vested over a period of less than one year from the date of grant (or, in the case of vesting based upon the attainment of Performance Goals or other performance-based objectives, over a period of less than one year measured from the commencement of the period over which performance is evaluated). Notwithstanding anything to the contrary in this Section 6, a maximum of five percent (5%) of the aggregate number of Shares available for issuance under this Plan may be issued as Awards that do not comply with the applicable one-year minimum vesting requirement set forth in this Plan. For purposes of counting Shares against the five percent (5%) limitation, the Share counting rules under Sections 4(a) and 4(b) of this Plan apply. If either the Committee or an Award Agreement waives the one-year minimum, such waiver shall cause the Award to count against the five percent (5%) pool unless the acceleration is limited to the events of the Participant’s death, disability or retirement or a change-in-control of the Company. Neither the Committee nor an Award Agreement shall accelerate the exercisability of any Award or the lapse of restrictions relating to any Award in connection with a change-in-control of the Company unless such acceleration occurs upon the consummation of (or effective immediately prior to the consummation of, provided that the consummation subsequently occurs) such change-in-control event.
|
(ix)
|
Section 409A Provisions
. Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a change in control of the Company or due to the Participant’s disability or “separation from service” (as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such change in control, disability or separation from service meet the definition of a change in ownership or effective control, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable proposed or final regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise. Any payment or distribution that otherwise would be made to a Participant who is a Specified Employee (as determined by the Committee in good faith) on account of separation from service may not be made before the date which is six months after the date of the Specified Employee’s separation from service (or if earlier, upon the Specified Employee’s death) unless the payment or distribution is exempt from the application of Section 409A by reason of the short-term deferral exemption or otherwise.
|
(i)
|
require shareholder approval under the rules or regulations of the Securities and Exchange Commission, the New York Stock Exchange or any other securities exchange that are applicable to the Company;
|
(ii)
|
increases the number of shares authorized under the Plan as specified in Section 4(a) of the Plan;
|
(iii)
|
increase the number of shares or value subject to the limitations contained in Section 4(d) of the Plan or otherwise cause Section 162(m) to become unavailable with respect to the Plan;
|
(iv)
|
permit repricing of Options or Stock Appreciation Rights, which is currently prohibited by Section 6(h)(vii) of the Plan; or
|
(v)
|
permit the award of Options or Stock Appreciation Rights at a price less than 100% of the Fair Market Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary to the provisions of Section 6(a)(i) and Section 6(b) of the Plan.
|
(i)
|
either (A) termination of any such Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or event described in this Section 7(b)(i)(A), the Committee or the Board determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without any payment) or (B) the replacement of such Award with other rights or property selected by the Committee or the Board, in its sole discretion;
|
(ii)
|
that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;
|
(iii)
|
that subject to Section 6(h)(viii), the Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable Award Agreement; or
|
(iv)
|
that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of such event.
|