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): August 24, 2006
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-8207
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95-3261426 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 24, 2006, the Board of Directors of the Company, upon recommendation of the Nominating
and Corporate Governance Committee, approved an amendment to Article I, Section 7 of the Company’s
Bylaws to change the voting standard for uncontested elections of directors from plurality to a majority of
votes cast. A majority of the votes cast means that the number of shares
voted “for” a director must exceed the number of shares voted “against” that director. In contested
elections where the number of nominees exceeds the number of directors to be elected, the vote
standard will continue to be a plurality of votes cast.
In addition, if a nominee who already serves as a director is not elected, the director shall offer
to tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance
Committee will make a recommendation to the Board on whether to accept or reject the director’s
offer to tender his or her resignation, or whether other action should be taken. The Board will act
on the Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results. The director who offers
to tender his or her resignation will not participate in the Board’s decision. If the failure of a
nominee to be elected at the annual meeting results in a vacancy on the Board, that vacancy can be
filled by action of the Board.
The
amended Bylaws became effective on August 24, 2006 and are
attached as Exhibit 3.1.
Item 8.01. Other Events.
The
Company’s press release announcing the adoption of a majority
vote standard for director elections is furnished as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit |
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Description |
| 3.1 |
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Bylaws
of The Home Depot, Inc., as amended and restated effective
August 24, 2006 |
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| 99.1 |
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Press
Release of The Home Depot, Inc. Dated August 29, 2006 |
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