HD_8K_05.17.2012
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 17, 2012
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THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
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| | | | |
Delaware | | 1-8207 | | 95-3261426 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2455 Paces Ferry Road, N.W., 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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company's 2012 Annual Meeting of Shareholders was held on May 17, 2012. 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:
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| | | | | | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| | | | |
F. Duane Ackerman | 1,072,779,296 |
| 25,856,344 |
| 1,074,213 |
| 222,318,885 |
Francis S. Blake | 1,048,541,424 |
| 50,133,359 |
| 1,035,070 |
| 222,318,885 |
Ari Bousbib | 1,078,310,260 |
| 20,263,419 |
| 1,136,174 |
| 222,318,885 |
Gregory D. Brenneman | 1,067,098,627 |
| 31,528,527 |
| 1,082,699 |
| 222,318,885 |
J. Frank Brown | 1,077,931,511 |
| 20,666,881 |
| 1,111,461 |
| 222,318,885 |
Albert P. Carey | 1,011,110,934 |
| 84,350,049 |
| 4,248,870 |
| 222,318,885 |
Armando Codina | 1,010,287,191 |
| 85,176,200 |
| 4,246,462 |
| 222,318,885 |
Bonnie G. Hill | 999,881,167 |
| 95,637,400 |
| 4,191,286 |
| 222,318,885 |
Karen L. Katen | 1,021,545,145 |
| 77,153,933 |
| 1,010,775 |
| 222,318,885 |
Ronald L. Sargent | 1,057,475,469 |
| 41,128,518 |
| 1,105,866 |
| 222,318,885 |
Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2012 was ratified.
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| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
1,301,203,809 | | 17,414,087 | | 3,410,842 | | N/A |
Proposal 3: An advisory vote on executive compensation was approved.
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| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
1,074,470,642 | | 20,712,705 | | 4,526,506 | | 222,318,885 |
Proposal 4: The amendment to the Company's Employee Stock Purchase Plan to increase the number of reserved shares by 20,000,000 was approved.
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| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
1,080,944,441 | | 16,924,103 | | 1,841,309 | | 222,318,885 |
Proposal 5: A shareholder proposal regarding an advisory vote on political contributions was not approved.
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| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
31,269,622 | | 1,040,675,365 | | 27,764,866 | | 222,318,885 |
Proposal 6: A shareholder proposal regarding an employment diversity report was not approved.
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| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
234,833,399 | | 759,702,386 | | 105,174,068 | | 222,318,885 |
Proposal 7: A shareholder proposal regarding the removal of procedural safeguards from the Company's shareholder written consent right was not approved.
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| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
284,007,304 | | 811,318,370 | | 4,384,179 | | 222,318,885 |
Proposal 8: A shareholder proposal regarding a change in the percentage of outstanding shares required to call special shareholder meetings was not approved.
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| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
455,297,848 | | 641,595,568 | | 2,816,437 | | 222,318,885 |
Proposal 9: A shareholder proposal regarding charitable contributions was not approved.
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| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
23,284,531 | | 1,012,391,504 | | 64,033,818 | | 222,318,885 |
Proposal 10: A shareholder proposal regarding a stormwater management policy was not approved.
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| | | | | | |
FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTE |
36,912,893 | | 980,656,698 | | 82,140,262 | | 222,318,885 |
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.
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| | |
| | |
| THE HOME DEPOT, INC. |
| | |
| By: | /s/ Teresa Wynn Roseborough |
| Name: | Teresa Wynn Roseborough |
| Title: | Executive Vice President, General Counsel & Corporate Secretary |
Date: May 22, 2012