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 21, 2020 __________________ 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)) 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, $0.05 Par Value Per Share HD 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 21, 2020, the Board of Directors of The Home Depot, Inc. (the “Company”) appointed Stephen L. Gibbs, 47, as the Company’s Vice President, Chief Accounting Officer and Corporate Controller, designating him as the Company’s principal accounting officer. Mr. Gibbs has served as the Company’s Vice President and Corporate Controller since March 2020, after joining the Company as Vice President – Finance in February 2020. Prior to joining the Company, Mr. Gibbs served as Senior Vice President, Controller and Chief Accounting Officer for Tyson Foods, Inc. from 2018 to 2020, and as Vice President and Chief Accounting Officer for Keurig Green Mountain, Inc. (now Keurig Dr Pepper Inc.) from 2011 to 2017. Richard V. McPhail, who was designated as the Company's principal financial officer and principal accounting officer upon his appointment as the Company's Executive Vice President and Chief Financial Officer effective September 1, 2019, will continue to serve in his capacity as principal financial officer. Item 5.07. Submission of Matters to a Vote of Security Holders. The Company's 2020 Annual Meeting of Shareholders was held on May 21, 2020. Below are the final vote results from the meeting. 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 745,091,467 4,657,502 1,097,850 166,181,361 Ari Bousbib 729,983,997 19,670,733 1,192,089 166,181,361 Jeffery H. Boyd 745,601,592 4,137,719 1,107,508 166,181,361 Gregory D. Brenneman 722,672,980 27,013,429 1,160,410 166,181,361 J. Frank Brown 744,548,312 5,184,143 1,114,364 166,181,361 Albert P. Carey 733,496,427 16,242,265 1,108,127 166,181,361 Helena B. Foulkes 739,804,177 5,619,043 5,423,599 166,181,361 Linda R. Gooden 747,823,164 2,019,957 1,003,698 166,181,361 Wayne M. Hewett 746,669,845 3,047,176 1,129,798 166,181,361 Manuel Kadre 743,911,206 5,534,120 1,401,493 166,181,361 Stephanie C. Linnartz 747,450,984 2,391,072 1,004,763 166,181,361 Craig A. Menear 703,475,799 43,380,764 3,990,256 166,181,361 Proposal 2 : The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2020 was ratified. FOR AGAINST ABSTAIN BROKER NON-VOTE 878,064,248 37,374,721 1,589,211 N/A Proposal 3 : An advisory vote on executive compensation ("Say-on-Pay") was approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 721,785,955 25,767,604 3,293,260 166,181,361 Proposal 4 : A shareholder proposal regarding amendment of the shareholder written consent right was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 144,768,332 602,020,664 4,057,823 166,181,361 2 Proposal 5 : A shareholder proposal regarding EEO-1 disclosure was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 263,127,759 471,352,129 16,366,931 166,181,361 Proposal 6 : A shareholder proposal regarding executive ownership guidelines was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 196,168,738 548,296,860 6,381,221 166,181,361 Proposal 7 : A shareholder proposal regarding an electioneering contributions congruency analysis was not approved. FOR AGAINST ABSTAIN BROKER NON-VOTE 244,620,248 496,985,495 9,241,076 166,181,361 3 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. Date: May 26, 2020 By: /s/ Teresa Wynn Roseborough Name: Teresa Wynn Roseborough       Title: Executive Vice President, General Counsel and Corporate Secretary 4