Executive Change · 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 27, 2022 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 Lowes 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 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described below under Item 5.07, on May 27, 2022, shareholders of Lowe’s Companies, Inc. (the “Company”) approved the Lowe’s Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated (the “2022 LTIP”). The 2022 LTIP became effective upon shareholder approval and reflects a number of changes from the plan as last approved by shareholders, including: (i) extension of the term of the plan for 10 years from the date of shareholder approval, (ii) a one-year minimum vesting requirement applicable to all future awards granted under the 2022 LTIP, subject to certain limited exceptions, (iii) a $750,000 limit on non-employee director awards, (iv) removal of language itemizing a detailed list of performance criteria and other changes related to Section 162(m) of the Internal Revenue Code as a result of changes in tax law, (v) greater specificity on the treatment of performance awards in connection with a change in control, (vi) new language to address the deferral of shares or consideration issuable under awards and the treatment of awards and plans assumed in corporate transactions and (vii) revising definitions and providing additional detail regarding administration of the 2022 LTIP, including the treatment of awards in connection with a termination of employment, and making other technical or clarifying amendments. The foregoing description of the 2022 LTIP is qualified in its entirety by reference to the text of the 2022 LTIP, which is filed as Exhibit 10.1 to this Form 8-K. 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 27, 2022, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2022. 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 447,946,946 38,733,796 99,274,971 David H. Batchelder 481,577,470 5,103,272 99,274,971 Sandra B. Cochran 482,900,978 3,779,764 99,274,971 Laurie Z. Douglas 481,332,027 5,348,715 99,274,971 Richard W. Dreiling 405,573,903 81,106,839 99,274,971 Marvin R. Ellison 460,606,814 26,073,928 99,274,971 Daniel J. Heinrich 484,023,661 2,657,081 99,274,971 Brian C. Rogers 470,808,964 15,871,778 99,274,971 Bertram L. Scott 469,015,531 17,665,211 99,274,971 Colleen Taylor 484,612,902 2,067,840 99,274,971 Mary Beth West 483,336,290 3,344,452 99,274,971 Proposal 2: Advisory approval of Lowe’s named executive officer compensation in fiscal 2021 VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 449,980,109 35,088,952 1,611,681 99,274,971 Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as Lowe’s independent registered public accounting firm for fiscal 2022 VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 556,542,328 28,155,683 1,257,702 N/A Proposal 4: Approval of the Amended and Restated Lowe’s Companies, Inc. 2006 Long Term Incentive Plan VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 462,800,457 22,118,390 1,761,895 99,274,971 Proposal 5: Shareholder proposal requesting a report on median and adjusted pay gaps across race and gender VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 270,422,612 195,741,194 20,516,936 99,274,971 Proposal 6: Shareholder proposal regarding amending the Company’s proxy access bylaw to remove shareholder aggregation limits VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 156,443,207 328,195,508 2,042,027 99,274,971 Proposal 7: Shareholder proposal requesting a report on risks of state policies restricting reproductive health care VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 151,970,657 319,859,292 14,850,793 99,274,971 Proposal 8: Shareholder proposal requesting a civil rights and non-discrimination audit and report VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 9,392,576 472,464,353 4,823,813 99,274,971 Proposal 9: Shareholder proposal requesting a report on risks from worker misclassification by certain Company vendors VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 172,080,218 309,750,181 4,850,343 99,274,971 Item 9.01     Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1 Lowe’s Companies, Inc. 2006 Long Term Incentive Plan, as amended and restated effective May 27, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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, 2022 By: /s/ Ross W. McCanless Name: Ross W. McCanless Title: Executive Vice President, General Counsel and Corporate Secretary