HOME DEPOT, INC. - DEF 14A - 20250407 - DIRECTOR_COMPENSATION
Our philosophy with respect to director compensation is to align the interests of non-employee directors with the interests of our shareholders. To implement this philosophy, our Corporate Governance Guidelines provide that the annual retainer for non-employee directors must be at least two-thirds equity. The Company presently provides at least 82% of each director’s annual retainer in Company equity. Furthermore, consistent with our Corporate Governance Guidelines, director equity awards stipulate that shares of Company stock must continue to be held until the director retires from the Board or for one year after Board service ends for any reason other than ordinary Board retirement (at or after age 72), death, disability or a change in control of the Company.
Non-employee director compensation is assessed each year by the LDC Committee, based on input from its independent compensation consultant and taking into account compensation paid to non-employee directors at the companies in the same peer groups used for executive compensation purposes, as described above in the Compensation Discussion and Analysis under “Executive Compensation Determination Process—Benchmarking” starting on page 42. For compensation awarded in Fiscal 2024, this assessment took place in August 2023. Based on this assessment, the LDC Committee did not recommend, and the Board did not make, any changes to non-employee director compensation for Fiscal 2024. Each non-employee director who was a Board member during Fiscal 2024 received an annual retainer of $300,000 as of the date of the 2024 annual meeting, other than Mr. Carey, who retired from the Board upon the expiration of his term at the 2024 annual meeting, and Ms. Gooden, who stepped down from the Board at the expiration of her term at the 2024 annual meeting. The annual retainer was paid in the following manner:
•$245,000 in the form of deferred shares granted under the Omnibus Plan; and
•$55,000 in the form of cash or deferred stock units under the Directors Plan, at the election of the director.
The deferred shares and deferred stock units, together with dividend equivalents that accrue thereon, are payable in shares of the Company’s common stock following termination of Board service.
For Fiscal 2024, on the date of the 2024 annual meeting, the non-employee directors who served as Chairs of the Board committees also received the following amounts:
| | | | | |
| Committee | Chair Retainer Amount |
| Audit | $25,000 | |
| Finance | $20,000 | |
| LDC Committee | $20,000 | |
| NCG Committee | $20,000 | |
Board committee Chair retainers were payable in cash or deferred stock units under the Directors Plan, at the election of the director.
The Lead Director also receives an additional retainer of $80,000 in the form of cash or, at his election, deferred stock units under the Directors Plan. To meet the two-thirds equity requirement in the Corporate Governance Guidelines, the Lead Director must elect to receive at least 6.2% of the aggregate of his cash retainers in the form of deferred stock units under the Directors Plan, with the remainder paid in the form of cash or deferred stock units under the Directors Plan, at the election of the Lead Director. For Fiscal 2024, our Lead Director elected to receive 100% of his cash retainers in deferred stock units under the Directors Plan.
Director compensation is paid for the 12-month period commencing with each annual meeting of shareholders. A pro rata portion of annual director compensation is paid to directors who become Board members or Board committee chairs after the annual meeting as follows: 100% for appointments on or before the six-month anniversary of the annual meeting, 50% after the six-month but not later than the nine-month anniversary of the annual meeting, and 25% after the nine-month anniversary of the annual meeting. Mr. Hewett received a retainer of $10,000, which he elected to receive as deferred stock units, in connection with his appointment as Chair of the LDC Committee on January 29, 2024.
The Company maintains a program through which it will match up to $10,000 of charitable donations made by each director, including the Chair, for each calendar year. In addition, the Company will match up to $5,000 of any non-employee director’s contribution to the political action committee sponsored by the Company with a donation to a charitable organization of the director’s choice. The directors do not receive any financial benefit from these programs because the charitable deductions, to the extent permitted, accrue solely to the
| | | | | |
72 | The Home Depot 2025 Proxy Statement |
Company. Donations under the programs are not made to any charity from which the director (or a party related to the director) directly or indirectly receives compensation.
The following table sets forth the compensation paid to or earned during Fiscal 2024 by our non-employee directors who served during Fiscal 2024.
| | | | | | | | | | | | | | | | | |
| DIRECTOR COMPENSATION | |
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | All Other Compensation ($)(4) | Total
($) | |
| Gerard J. Arpey | 55,000 | | 244,709 | | 15,000 | | 314,709 | | |
| Ari Bousbib | 75,000 | | 244,709 | | 5,000 | | 324,709 | | |
| Jeffery H. Boyd | 75,000 | | 244,709 | | 5,000 | | 324,709 | | |
| Gregory D. Brenneman | 135,000 | | 244,709 | | 10,000 | | 389,709 | | |
| J. Frank Brown | 80,000 | | 244,709 | | — | | 324,709 | | |
Albert P. Carey(5) | — | | — | | 10,000 | | 10,000 | | |
Linda R. Gooden(6) | — | | — | | — | | — | | |
| Wayne M. Hewett | 85,000 | | 244,709 | | 12,500 | | 342,209 | | |
| Manuel Kadre | 55,000 | | 244,709 | | 15,000 | | 314,709 | | |
| Stephanie C. Linnartz | 55,000 | | 244,709 | | 15,000 | | 314,709 | | |
| Paula A. Santilli | 55,000 | | 244,709 | | — | | 299,709 | | |
| Caryn Seidman-Becker | 55,000 | | 244,709 | | 15,000 | | 314,709 | | |
(1)Fees earned or paid in cash vary because, in addition to the $55,000 annual retainer, they include retainers for Chair and Lead Director positions. Mr. Bousbib, Mr. Boyd, Mr. Brenneman, Mr. Brown, Mr. Carey, Mr. Kadre, Ms. Linnartz, Ms. Santilli and Ms. Seidman-Becker deferred 100% of their annual cash Board retainers under the Directors Plan, which retainers were converted into stock units that are payable in shares of Company common stock following termination of Board service. Mr. Bousbib, Mr. Boyd, Mr. Brown, and Mr. Hewett also deferred 100% of their committee Chair retainers, and Mr. Brenneman deferred 100% of his Lead Director retainer. Dividend equivalents are credited on stock units in the Directors Plan at the same rate, and at the same time, that dividends are paid to shareholders.
(2)Amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of awards granted to all non-employee directors noted in the table in Fiscal 2024 computed in accordance with FASB ASC Topic 718. The grant date fair value of the deferred share award granted during Fiscal 2024 is set forth in the following table, computed in accordance with FASB ASC Topic 718 based on the closing stock price on the grant date. There were no deferred share forfeitures by the directors during Fiscal 2024.
| | | | | | | | |
| Grant Date | Shares (#) | Value ($) |
| 05/16/2024 | 714 | 244,709 |
(3)Except as otherwise indicated in the footnotes, our non-employee directors who served during Fiscal 2024 held the following outstanding equity as of the end of Fiscal 2024:
| | | | | |
The Home Depot 2025 Proxy Statement | 73 |
| | | | | | | | | | | | | | | | | | | | |
| Name | Restricted Stock | Deferred Shares | Deferred Stock Units | Shares Owned Outright | Shares Owned Indirectly | Total |
| Gerard J. Arpey | — | | 13,499 | | — | | 1,000 | | — | | 14,499 | |
| Ari Bousbib | — | | 86,399 | | 22,403 | | 10,000 | | — | | 118,802 | |
| Jeffery H. Boyd | — | | 11,071 | | 2,623 | | 10,000 | | 65 | | 23,759 | |
| Gregory D. Brenneman | 1,332 | | 104,672 | | 40,329 | | 45,000 | | 16,827 | | 208,161 | |
| J. Frank Brown | — | | 36,697 | | 8,949 | | 1,000 | | — | | 46,645 | |
Albert P. Carey(a) | — | | — | | — | | 35,524 | | — | | 35,524 | |
Linda R. Gooden(b) | — | | 12,736 | | — | | 1,695 | | — | | 14,431 | |
| Wayne M. Hewett | — | | 17,378 | | 2,176 | | 1,650 | | — | | 21,204 | |
| Manuel Kadre | — | | 7,058 | | 1,546 | | 3,000 | | — | | 11,604 | |
| Stephanie C. Linnartz | — | | 7,150 | | 1,566 | | 1,030 | | — | | 9,746 | |
| Paula A. Santilli | — | | 2,643 | | 586 | | 1,583 | | — | | 4,812 | |
| Caryn Seidman-Becker | — | | 2,643 | | 586 | | 1,500 | | — | | 4,729 | |
(a)Because Mr. Carey retired from the Board effective May 16, 2024, amounts reflect his ownership as of the date of his retirement.
(b)Amounts in this table for Ms. Gooden reflect deferred shares that will be distributed to her on the first anniversary of her departure from the Board. Because Ms. Gooden departed the Board effective May 16, 2024, amounts reflect her ownership as of the date of her departure.
(4)Amounts reported reflect matching charitable contributions.
(5)Mr. Carey retired from the Board upon the expiration of his term at the 2024 annual meeting.
(6)Ms. Gooden stepped down from the Board upon the expiration of her term at the 2024 annual meeting.
| | | | | |
74 | The Home Depot 2025 Proxy Statement |
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table shows the Company common stock beneficially owned, as of March 7, 2025, by our director nominees, the NEOs, and our executive officers, including all NEOs, and director nominees as a group. Except as otherwise noted, the beneficial owners listed have sole voting and investment power with respect to the shares shown. An asterisk (*) in the “Percent of Class” column indicates beneficial ownership of less than 1%. The percentage ownership is based on the number of shares of our common stock outstanding as of March 7, 2025.
| | | | | | | | | | | | | | |
| Name of Beneficial Owner | Total Beneficial Ownership(1) | | Deferred Shares/ Stock Units(2) | Percent
of Class |
| Edward P. Decker | 248,440 | | | 9,363 | | * |
| Gerard J. Arpey | 1,000 | | | 13,499 | | * |
| Ari Bousbib | 10,000 | | | 108,802 | | * |
| Jeffery H. Boyd | 10,065 | | (3) | 13,694 | | * |
| Gregory D. Brenneman | 63,159 | | (4) | 145,002 | | * |
| J. Frank Brown | 1,000 | | | 45,645 | | * |
| Wayne M. Hewett | 1,650 | | | 19,554 | | * |
| Manuel Kadre | 3,000 | | | 8,604 | | * |
| Stephanie C. Linnartz | 1,030 | | | 8,716 | | * |
| Paula A. Santilli | 1,583 | | | 3,229 | | * |
| Caryn Seidman-Becker | 1,500 | | | 3,229 | | * |
| Asha Sharma | — | | | — | | * |
| William D. Bastek | 46,493 | | | 972 | | * |
| Ann-Marie Campbell | 110,279 | | (5) | 6,076 | | * |
| Matthew A. Carey | 48,722 | |
| 6,751 | | * |
| Richard V. McPhail | 95,230 | | | 3,897 | | * |
| Teresa Wynn Roseborough | 27,523 | | (6) | 3,062 | | * |
| Director nominee and executive officers as a group (25 people) | 954,909 | | (7) | 421,293 | | 0.10 | % |
(1)Represents the number of shares beneficially owned, which includes equivalent shares credited under our FutureBuilder 401(k) Plan and restricted stock granted under the Omnibus Plan and the 1997 Plan. In addition, these amounts include shares subject to options exercisable within 60 days of March 7, 2025 as follows: Edward P. Decker – 133,023; William A. Bastek 25,033; Ann-Marie Campbell – 29,604; Matthew A. Carey – 23,694; Richard V. McPhail – 52,588; Teresa Wynn Roseborough – 6,936; and director nominees and executive officers as a group (25 people) – 400,896. Amounts in this column do not include shares to be received upon settlement of deferred stock units or deferred shares more than 60 days after March 7, 2025, which shares are reflected in the “Deferred Shares/Stock Units” column of the table. The deferred stock units and deferred shares have no voting rights. Our Insider Trading Policy prohibits pledging by Section 16 officers, including our executive officers, and directors, and none of our director nominees or executive officers has any such pledged shares. Consistent with the anti-hedging policy in our Insider Trading Policy discussed under “—Management of Compensation Related Risk” on page 51 in the Compensation Discussion and Analysis above, none of our directors or executive officers has entered into any hedging transactions with regard to his or her ownership of our common stock. (2)These amounts reflect deferred shares and deferred stock units granted under the Omnibus Plan, deferred stock units granted under the Directors Plan, and stock units granted under the THD Restoration Plan. None of these amounts are included in the Percent of Class.
(3)This amount includes 65 shares held by Brothers Brook LLC, of which Mr. Boyd is the Managing Director.
(4)This amount includes 16,827 shares held in trusts over which Mr. Brenneman has investment control.
(5)This amount includes 12,465 shares held by a charitable trust.
(6)This amount includes 60 shares held by a spouse.
(7)This amount includes the shares reflected in footnotes 3-6 above.
| | | | | |
The Home Depot 2025 Proxy Statement | 75 |
The following table contains information about the number of shares of our common stock held as of December 31, 2024 by persons we understand to be the beneficial owners of more than 5% of our outstanding common stock. The percentage ownership is based on the number of shares of our common stock outstanding as of March 7, 2025.
| | | | | | | | |
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Percent of Class |
The Vanguard Group, Inc.(1) 100 Vanguard Boulevard Malvern, PA 19355 | 94,458,737 | | 9.5 | % |
BlackRock, Inc.(2) 50 Hudson Yards New York, NY 10001 | 71,124,615 | | 7.2 | % |
(1)Beneficial ownership information is based on information contained in a Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group, Inc. reported that it has sole dispositive power as to 89,971,882 of these shares, shared dispositive power as to 4,486,855 of these shares, and shared voting power as to 1,334,805 of these shares.
(2)Beneficial ownership information is based on information contained in a Schedule 13G/A filed with the SEC on January 26, 2024. BlackRock, Inc. reported that it has sole dispositive power as to all of these shares and sole voting power as to 63,680,228 of these shares.
| | | | | |
76 | The Home Depot 2025 Proxy Statement |
ABOUT THE 2025 ANNUAL MEETING OF SHAREHOLDERS
WHEN AND WHERE IS THE MEETING?
The 2025 Annual Meeting of Shareholders of the Company will be held on Thursday, May 22, 2025, at 9:00 a.m., Eastern Time. The Meeting will be held entirely online via live webcast at www.virtualshareholdermeeting.com/HD2025.
WHY ARE WE HAVING A VIRTUAL MEETING?
This year’s Meeting will be held in a virtual format only. Shareholders can participate from any geographic location with internet connectivity. We believe this approach facilitates shareholder attendance and participation and has allowed a greater number of questions from a broader group of shareholders to be asked and answered at the Meeting than in an in-person format. Please see below for detailed information on how to attend the Meeting, vote your shares, and submit questions.
HOW CAN I ATTEND THE MEETING?
Shareholders of record as of the close of business on March 24, 2025, the record date, or “street name” holders that hold a legal proxy, broker’s proxy card or voting information form provided by their bank, broker or nominee, can attend the Meeting by accessing www.virtualshareholdermeeting.com/HD2025 and entering the 16-digit control number included in their proxy materials. If you are a beneficial shareholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number.
If you do not have a 16-digit control number or you lose your control number, you may still attend the Meeting as a guest in listen-only mode. To attend as a guest, please access www.virtualshareholdermeeting.com/HD2025 and enter the information requested on the screen to register as a guest. Please note that you will not have the ability to ask questions or vote during the Meeting if you participate as a guest.
You may log into the Meeting beginning at 8:45 a.m., Eastern Time, on May 22, 2025. The Meeting will begin promptly at 9:00 a.m., Eastern Time. We recommend that you log in before the Meeting starts to allow time to check your internet connection, confirm your browser is up-to-date, and ensure you can hear the streaming audio. If you experience any technical difficulties accessing the Meeting or during the Meeting, please call the toll-free number that will be available on www.virtualshareholdermeeting.com/HD2025 for assistance. Beginning 15 minutes prior to the start of the Meeting, we will have technicians ready to assist you with any technical difficulties you may have. If there are any technical issues in convening or hosting the Meeting, we will promptly post information to our Investor Relations website at https://ir.homedepot.com/shareholder-services/annual-meeting, including information on when the Meeting will be reconvened.
Following the Meeting, a link to a replay of the Meeting will be posted to our Investor Relations website at https://ir.homedepot.com under “Events and Presentations.”
WHAT AM I VOTING ON?
You will be voting on the following items:
•Election to the Board of the 12 nominees named in this Proxy Statement to serve until the 2026 Annual Meeting of Shareholders;
•Ratification of the appointment of KPMG as the independent registered public accounting firm of the Company for Fiscal 2025;
•The Say-on-Pay vote;
•The three shareholder proposals described in this Proxy Statement, if properly presented; and
•Any other business properly brought before the Meeting.
The proponents of the shareholder proposals to be voted on at the Meeting will be provided with the opportunity to present their proposals by remote communications or similar means.
The Board recommends that you vote “For” each of the director nominees, the ratification of KPMG, and the Say-on-Pay vote.
The Board recommends that you vote “Against” each of the shareholder proposals.
| | | | | |
The Home Depot 2025 Proxy Statement | 77 |
WHO IS ENTITLED TO VOTE?
Holders of record of shares of the Company’s common stock as of the close of business on March 24, 2025, the record date for the Meeting, are entitled to vote. Each share of common stock is entitled to one vote on each matter presented for a vote of the shareholders. As of March 24, 2025, we had 993,928,163 shares of common stock outstanding.
HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?
In order for us to conduct the Meeting, holders of a majority of our outstanding shares of common stock as of the close of business on March 24, 2025 must be present in person or by proxy. This is referred to as a quorum. Your shares are counted as present if you attend the Meeting and properly submit your vote online during the Meeting, or if you properly submit a proxy or voting instruction form over the Internet, by phone, by mail or by using your mobile device, as explained in more detail below. Abstentions and broker non-votes (as defined below) will be counted for purposes of establishing a quorum but will not affect the outcome of the vote on any proposal. If a quorum is not present at the Meeting, the Meeting may be adjourned from time to time until a quorum is present.
CAN I ASK QUESTIONS AT THE MEETING?
Yes. As part of the Meeting, consistent with our past practice, we will hold a question and answer session for holders of shares of the Company’s common stock as of the close of business on the record date for the Meeting, which will include questions submitted both live and prior to the Meeting. You may submit a question until the day before the Meeting at www.proxyvote.com after logging in with your 16-digit control number. Alternatively, you will be able to submit questions live during the Meeting by accessing the Meeting at www.virtualshareholdermeeting.com/HD2025 using your 16-digit control number.
Questions will be read at the Meeting by one of our representatives. Questions and answers may be grouped by topic and substantially similar questions may be answered once. To promote fairness and efficient use of resources, only one question may be asked per shareholder. Shareholder questions or comments are welcome, but we will only answer questions pertinent to Meeting matters, subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to Meeting matters and therefore will not be answered at the Meeting. Statements of advocacy that are not questions or do not relate to the business of the Meeting will not be addressed. In addition, we will not address comments or questions that are derogatory to individuals or otherwise in bad taste, related to personal grievances, or related to matters of individual concern that are not of interest to shareholders generally.
If we are unable to answer your question during the Meeting due to time constraints, you are encouraged to contact The Home Depot Investor Relations department at [email protected]. WHO IS SOLICITING MY VOTE?
The Company is providing this Proxy Statement in connection with the solicitation by the Board of proxies to be voted at the Meeting and at any reconvened or rescheduled meeting following any adjournment or postponement of the Meeting.
HOW DO I VOTE BEFORE THE MEETING?
If you are a registered shareholder, which means you hold your shares in certificate form or through an account with our transfer agent, Computershare Trust Company, N.A., you have four options for voting before the Meeting:
•Over the Internet, at www.proxyvote.com, by following the instructions on the Notice or proxy card;
•By telephone, by dialing 1-800-690-6903;
•On your mobile device, by scanning the QR code on your Notice or proxy card; or
•By completing, dating, signing and returning a proxy card by mail.
If your valid proxy is received by Internet, telephone or mail, your shares will be voted at the Meeting in accordance with your instructions.
| | | | | |
78 | The Home Depot 2025 Proxy Statement |
If you are a beneficial holder, meaning you hold your shares in “street name” through an account with a bank or broker, your ability to vote over the Internet or by telephone depends on the voting procedures of your bank or broker. Please follow the directions on the voting instruction form that your bank or broker provides.
MAY I VOTE AT THE MEETING?
Yes. You may vote shares held directly in your name as the shareholder of record at the Meeting by entering the 16-digit control number found on your proxy card or Notice of Internet Availability when you log into the Meeting.
Shares held in “street name” through a brokerage account or by a broker, bank or other nominee may also be voted at the Meeting by entering the 16-digit control number found on your voter instruction form when you log into the Meeting.
Even if you plan to attend the Meeting, we recommend that you vote in advance, as described above under “How Do I Vote Before the Meeting?” so that your vote will be counted if you later decide not to attend the Meeting.
MAY I REVOKE MY PROXY AND/OR CHANGE MY VOTE?
Yes. You may revoke your proxy and/or change your vote by doing the following:
•Signing another proxy card with a later date and delivering it to us before the Meeting;
•Voting again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on May 21, 2025;
•Voting during the Meeting before the polls close using your 16-digit control number; or
•Notifying the Company’s Corporate Secretary in writing before the Meeting that you revoke your proxy.
HOW DO I VOTE IF I HOLD SHARES THROUGH THE FUTUREBUILDER OR FUTUREBUILDER FOR PUERTO RICO PLANS?
If you hold shares through one of the Company’s FutureBuilder and FutureBuilder for Puerto Rico plans, you may vote your shares over the Internet, by telephone, by mail or during the Meeting as if you are a registered shareholder, as described in this Proxy Statement. By voting, you are instructing the trustee of your plan to vote all of your shares as directed. If you do not vote, the shares credited to your account will be voted by the trustee in the same proportion that it votes shares in other accounts for which it received timely instructions. If, however, you hold shares through the self-directed brokerage window of your plan and you do not vote those shares, those shares will not be voted.
WHAT IF I SIGN AND RETURN MY PROXY BUT DO NOT PROVIDE VOTING INSTRUCTIONS?
Proxies that are signed, dated and returned but do not contain voting instructions will be voted:
•“For” the election of all of the 12 director nominees;
•“For” the ratification of the appointment of KPMG;
•“For” the Say-on-Pay vote;
•“Against” each shareholder proposal; and
•In accordance with the best judgment of the named proxies, on any other matters properly brought before the Meeting, subject to applicable SEC rules.
WILL MY SHARES BE VOTED IF I DO NOT PROVIDE A PROXY OR VOTING INSTRUCTION FORM?
If you are a registered shareholder and do not provide a proxy by voting over the Internet, by telephone or by signing and returning a proxy card, you must attend the Meeting in order to vote.
If you hold shares through an account with a bank or broker, the voting of the shares by the bank or broker when you do not provide voting instructions is governed by the rules of the NYSE. These rules allow banks and brokers to vote shares in their discretion on “routine” matters for which their customers do not provide voting instructions. On matters considered “non-routine,” banks and brokers may not vote shares without your instruction. Shares that banks and brokers are not authorized to vote are referred to as “broker non-votes.”
| | | | | |
The Home Depot 2025 Proxy Statement | 79 |
The ratification of KPMG as the Company’s independent registered public accounting firm for Fiscal 2025 is considered a routine matter. Accordingly, banks and brokers may vote shares on this proposal without your instructions, and there will be no broker non-votes with respect to this proposal.
The other proposals will be considered non-routine, and banks and brokers therefore cannot vote shares on those proposals without your instructions. Please note that if you want your vote to be counted on those proposals, including the election of directors, you must instruct your bank or broker how to vote your shares. If you do not provide voting instructions, no votes will be cast on your behalf with respect to those proposals.
HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSALS?
The following table provides information about the votes needed to approve each proposal. A “majority of votes cast” means the number of “For” votes exceeds the number of “Against” votes.
| | | | | | | | | | | | | | | | | |
Items of Business | Board
Recommendation | Voting Approval Standard | Effect of Abstention | Effect of Broker Non-Vote |
| 1. | Election of 12 directors | For each director nominee | Majority of votes cast | None | None |
| 2. | Ratification of KPMG | For | Majority of votes cast | None | Not applicable |
| 3. | Say-on-Pay | For | Majority of votes cast | None | None |
4.-6. | Shareholder proposals | Against each proposal | Majority of votes cast | None | None |
•Election of Directors: Each director nominee receiving a majority of votes cast will be elected as a director. If any incumbent director nominee does not receive a majority of votes cast, under Delaware law he or she would continue to serve on the Board until a successor is elected and qualified. However, our By-Laws provide that any incumbent director who fails to receive a majority of votes cast in an uncontested election must promptly tender his or her resignation to the Board for consideration. The NCG Committee will then recommend to the Board whether to accept or reject the resignation or to take any other action. The Board will act on that recommendation and publicly disclose its decision within 90 days following certification of election results. Any director who tenders his or her resignation will not participate in the NCG Committee’s recommendation or in the Board’s decision.
•Say-on-Pay: While this proposal is advisory in nature and not binding on the Company, our LDC Committee and Board will consider the voting results in formulating future executive compensation policy.
