Bylaw Amendment · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2020 LOWE’S COMPANIES, INC. (Exact name of registrant as specified in its charter)   North Carolina   1-7898   56-0578072     (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer  Identification No.)     1000 Lowe’s Blvd.             Mooresville, NC   28117     (Address of principal executive offices)   (Zip Code)                       Registrant’s telephone number, including area code   (704) 758-1000   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered     Common Stock, par value $0.50 per share LOW New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the annual meeting of shareholders (the “Annual Meeting”) of Lowe’s Companies, Inc. (the “Company”) held on May 29, 2020, shareholders approved an amendment to the Bylaws of the Company that lowered the threshold ownership requirement to call a special meeting of shareholders from 25% to 15% of shares outstanding. The foregoing summary in this Item 5.03 does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated on May 29, 2020, attached hereto as Exhibit 3.1 and incorporated herein by reference . Item 5.07 Submission of Matters to a Vote of Security Holders. For more information on the proposals submitted to shareholders at the Annual Meeting held on May 29, 2020, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2020. Set forth below are the final voting results for each of the proposals submitted to the Company’s shareholders at the Annual Meeting. Proposal 1: Election of Directors   VOTES FOR VOTES WITHHELD BROKER NON-VOTES Raul Alvarez 551,784,072 7,901,876 102,795,789 David H. Batchelder 555,709,852 3,976,096 102,795,789 Angela F. Braly 549,725,635 9,960,313 102,795,789 Sandra B. Cochran 554,789,346 4,896,602 102,795,789 Laurie Z. Douglas 555,927,461 3,758,487 102,795,789 Richard W. Dreiling 519,792,567 39,893,381 102,795,789 Marvin R. Ellison 557,786,592 1,899,356 102,795,789 Brian C. Rogers 556,902,701 2,783,247 102,795,789 Bertram L. Scott 554,285,154 5,400,794 102,795,789 Lisa W. Wardell 557,782,271 1,903,677 102,795,789 Eric C. Wiseman 551,642,598 8,043,350 102,795,789 Proposal 2: Advisory approval of Lowe’s named executive officer compensation in fiscal 2019 VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 523,333,611 34,950,799 1,401,538 102,795,789 Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as Lowe’s independent registered public accounting firm for fiscal 2020 VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 635,611,603 26,190,198 679,936 N/A Proposal 4: Approve amendment to Company’s Bylaws reducing the ownership threshold to call special shareholder meetings to 15% of outstanding shares VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 551,753,352 6,959,616 972,980 102,795,789 Proposal 5: Approve the Lowe’s Companies, Inc. 2020 Employee Stock Purchase Plan VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 556,240,969 2,740,453 704,526 102,795,789 Proposal 6: Shareholder proposal to reduce the ownership threshold to call special shareholder meetings to 10% of outstanding shares VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 186,393,059 371,573,196 1,719,693 102,795,789 Item 9.01        Financial Statements and Exhibits. (d) Exhibits. Exhibit No.   Description 3.1   Bylaws of Lowe’s Companies, Inc., as amended and restated on May 29, 2020. SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     LOWE’S COMPANIES, INC.           Date: June 2, 2020 By: /s/ Ross W. McCanless     Name: Ross W. McCanless     Title: Executive Vice President, General Counsel and Corporate Secretary