HD Home Depot, Inc. - 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The 2026 Annual Meeting of Shareholders of The Home Depot, Inc. (the “Company”) was held on May 21, 2026 (the “2026 Annual Meeting”), at which the Company’s shareholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to: (i) eliminate the monetary liability of certain officers in circumstances similar to, but more limited than, the protections that the Charter already affords to members of the Company’s Board of Directors, as permitted by Delaware law; and (ii) approve the implementation of miscellaneous amendments to the Company’s Charter (collectively, the “Proposed Amendments”).

The Proposed Amendments are described in detail under “Item 4: Company Proposal to Approve the Adoption of an Amendment to the Charter to Add Officer Exculpation” and “Item 5: Company Proposal to Approve the Implementation of Miscellaneous Amendments to the Charter” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026 (the “2026 Proxy Statement”). The description of the Proposed Amendments is qualified in its entirety by reference to the full text of the certificate of incorporation, as amended by the Proposed Amendments (the “Restated Charter”), which is filed as Exhibit 3.1 hereto and incorporated herein by reference. The Restated Charter became effective upon its filing with the Secretary of State of the State of Delaware on May 21, 2026.

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

At the 2026 Annual Meeting, the Company’s shareholders voted on the matters set forth below. Below are the final vote results from the 2026 Annual Meeting.

Proposal 1 : The following nominees were elected by majority vote to serve on the Board of Directors for one-year terms expiring at the next annual meeting of shareholders:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

Gerard J. Arpey

702,196,749

15,710,528

1,118,494

130,876,592

Ari Bousbib

691,613,904

26,299,750

1,112,117

130,876,592

Jeffery H. Boyd

655,391,197

62,548,294

1,086,280

130,876,592

Gregory D. Brenneman

696,091,718

21,854,913

1,079,140

130,876,592

J. Frank Brown

683,033,820

34,895,036

1,096,915

130,876,592

Edward P. Decker

677,453,724

37,677,735

3,894,312

130,876,592

Wayne M. Hewett

685,104,518

32,860,006

1,061,247

130,876,592

Manuel Kadre

713,560,939

4,339,500

1,125,332

130,876,592

Stephanie C. Linnartz

713,542,818

4,416,668

1,066,285

130,876,592

Paula A. Santilli

706,880,819

10,597,933

1,547,019

130,876,592

Caryn Seidman-Becker

702,460,806

15,004,501

1,560,464

130,876,592

Asha Sharma

710,478,385

7,419,441

1,127,945

130,876,592

Proposal 2 : The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

801,070,887

47,512,324

1,319,152

N/A

Proposal 3 : The advisory vote to approve executive compensation as set forth in the 2026 Proxy Statement was approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

671,264,064

44,192,869

3,568,838

130,876,592

2

Proposal 4 : The Company’s proposal regarding the adoption of an amendment to the Company’s Charter to add officer exculpation was approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

643,779,255

73,036,610

2,209,906

130,876,592

Proposal 5 : The Company’s proposal regarding the implementation of miscellaneous amendments to the Company’s Charter was approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

706,316,924

10,334,366

2,374,481

130,876,592

Proposal 6 : A shareholder proposal regarding the evaluation of the recycling-related plastics targets was not approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

6,094,427

703,282,325

9,649,019

130,876,592

Proposal 7 : A shareholder proposal regarding a report on packaging policies for plastics was not approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

123,822,119

586,814,951

8,388,701

130,876,592

Proposal 8 : A shareholder proposal regarding a report on customer data privacy risks was not approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

62,948,880

645,876,261

10,200,630

130,876,592

Proposal 9 : A shareholder proposal regarding an independent board chair was not approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

186,314,484

529,442,336

3,268,951

130,876,592

Proposal 10 : A shareholder proposal regarding a biodiversity impact and dependency assessment was not approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

101,565,129

608,334,900

9,125,742

130,876,592

Proposal 11 : A shareholder proposal regarding a report on sufficiency of associates’ access to healthcare was not approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

57,856,691

651,068,729

10,100,351

130,876,592

Proposal 12 : A shareholder proposal regarding a report on discrimination in charitable support was not approved.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTE

6,329,736

703,080,320

9,615,715

130,876,592

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

3.1

Restated Certificate of Incorporation of The Home Depot, Inc., dated May 21, 2026

104

Cover Page Interactive Data File (formatted as Inline XBRL).

3