Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 18, 2017
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
 __________________
Delaware
  
1-8207
  
95-3261426
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
2455 Paces Ferry Road, Atlanta, Georgia 30339
(Address of Principal Executive Offices) (Zip Code)
(770) 433-8211
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
  __________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




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

The Company's 2017 Annual Meeting of Shareholders was held on May 18, 2017. At the meeting, shareholders voted on the following items:
Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Gerard J. Arpey
859,521,535
 
5,757,188
 
1,342,967
 
187,156,787
Ari Bousbib
860,938,336
 
4,225,865
 
1,457,489
 
187,156,787
Jeffery H. Boyd
862,995,537
 
2,320,130
 
1,306,023
 
187,156,787
Gregory D. Brenneman
849,932,409
 
15,055,048
 
1,634,233
 
187,156,787
J. Frank Brown
862,155,595
 
3,165,727
 
1,300,368
 
187,156,787
Albert P. Carey
857,425,771
 
7,910,001
 
1,285,918
 
187,156,787
Armando Codina
848,825,183
 
15,130,319
 
2,666,188
 
187,156,787
Helena B. Foulkes
859,948,664
 
5,414,667
 
1,258,359
 
187,156,787
Linda R. Gooden
858,609,539
 
6,598,455
 
1,413,696
 
187,156,787
Wayne M. Hewett
862,923,607
 
2,375,355
 
1,322,728
 
187,156,787
Karen L. Katen
856,281,405
 
9,122,580
 
1,217,705
 
187,156,787
Craig A. Menear
829,730,726
 
32,031,042
 
4,859,922
 
187,156,787
Mark Vadon
862,799,334
 
2,270,860
 
1,551,496
 
187,156,787
Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2017 was ratified.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
1,034,133,725
 
17,478,401
 
2,166,351
 
N/A
Proposal 3: An advisory vote on executive compensation ("Say-on-Pay") was approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
842,554,315
 
19,987,047
 
4,080,328
 
187,156,787
Proposal 4: The votes cast on the proposal regarding the frequency of future Say-on-Pay votes were as follows:
EVERY ONE YEAR
 
EVERY TWO YEARS
 
EVERY THREE YEARS
 
ABSTAIN
 
BROKER
NON-VOTE
785,642,640
 
2,332,539
 
76,182,311
 
2,464,200
 
187,156,787
The Company has considered these voting results and determined, consistent with the Board of Directors' recommendation, that an advisory vote on executive compensation will be submitted to shareholders on an annual basis until the next required vote on frequency.
Proposal 5: A shareholder proposal regarding the preparation of an employment diversity report was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
270,363,852
 
532,965,124
 
63,292,714
 
187,156,787
Proposal 6: A shareholder proposal regarding an advisory vote on political contributions was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
48,816,012
 
794,676,475
 
23,129,203
 
187,156,787


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Proposal 7: A shareholder proposal to reduce the threshold for calling special shareholder meetings was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
358,703,375
 
504,348,322
 
3,569,993
 
187,156,787

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
THE HOME DEPOT, INC.
 
 
 
 
By:
  /s/ Teresa Wynn Roseborough
 
Name:
Teresa Wynn Roseborough
     
Title:
Executive Vice President, General Counsel & Corporate Secretary
Date: May 22, 2017


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