NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
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| Thursday, May 22, 2025 |
| Virtual meeting at 9:00 a.m., Eastern Time |
| www.virtualshareholdermeeting.com/HD2025 |
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Strategy
We aim to deliver shareholder value and grow our market share by providing a best-in-class interconnected experience for our customers, growing our sales to our professional customers through our unique ecosystem of capabilities, and building new stores. We are continuously investing to enhance our online, in-store, and fulfillment experience, which includes investing in our associates and developing differentiated capabilities for our customers, as well as strategic investments in the business. In addition, to ensure we are the product authority in home improvement, we strive to provide unique and comprehensive product offerings, continued product innovation, and exceptional convenience and value.
Capital Allocation Principles
We intend to be the most efficient investor of capital in home improvement. Our disciplined approach to capital allocation enables our success, and our principles are as follows:
•First, we intend to reinvest in our business to drive growth faster than the market.
•Second, after meeting the needs of the business, we look to pay a quarterly dividend.
•After reinvesting in the business and paying our dividend, we intend to return excess cash to our shareholders through share repurchases.
Our net earnings in Fiscal 2024 were $14.8 billion. Following our capital allocation principles, in Fiscal 2024, we returned $8.9 billion to our shareholders in the form of cash dividends. We also returned $0.6 billion to our shareholders through share repurchases before pausing share repurchases in March 2024 in anticipation of the SRS acquisition.
Fiscal 2024 Key Financial Performance Metrics(1)
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| Sales | | Operating Income | | ROIC(2) |
$159.5 billion | | $21.5 billion | | 31.3% |
Compared to $152.7 billion in Fiscal 2023 | | Compared to $21.7 billion in Fiscal 2023 | | Compared to 36.7% in Fiscal 2023 |
5 YEAR TOTAL SHAREHOLDER RETURN
(1)Fiscal 2024 included 53 weeks, compared to 52 weeks in Fiscal 2023.
(2)ROIC is a non-GAAP profitability measure. For a reconciliation of net operating profit after tax to net earnings, the most comparable GAAP financial measure, and our calculation of ROIC, refer to Appendix A. (3)We use the term S&P Retail Composite Index to refer to the S&P 500 Consumer Discretionary Distribution & Retail Index.
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DEAR FELLOW SHAREHOLDERS: | |
In Fiscal 2024, our strategy allowed us to execute at a high level despite continued pressure on home improvement demand driven by persistently high interest rates and macroeconomic uncertainty. We remain committed to strong financial stewardship and continuing to invest in our business. The Board has remained focused on overseeing the execution of our strategy, while maintaining the trust and emotional connection we have built with our customers and associates.
Taking Care of Our People. Our culture of taking care of our associates is foundational to our strategy. Our over 470,000 associates are the heartbeat of our organization, and their energy and passion bring the Home Depot brand to life. We have remained competitive by offering attractive pay and benefits, as well as career-development opportunities. We have also led with our culture and values by promoting an environment focused on safety and one where associates feel included and valued for who they are, which drives associate engagement. Our Leadership Development and Compensation Committee receives regular updates on the Company’s ongoing efforts to create an environment that attracts and retains the best associates. Our associates’ dedication has allowed us to continue to enhance our customer experience, and we are inspired by their example every day.
Investing in Our Business. Investing in our business to drive growth has been a key component of our strategy and capital allocation principles for years. In Fiscal 2024, we remained focused on creating the best interconnected shopping experience, growing wallet share with Pros through a differentiated set of capabilities, and building new stores. We acquired SRS, a leading residential specialty trade distribution company across several verticals serving the professional roofer, landscaper and pool contractor in June 2024. We expect SRS to accelerate our growth with the Pro, building on our efforts to better serve complex project purchase occasions. We also continued to invest in opening new stores in areas that have experienced significant population growth or where it makes sense to relieve pressure on existing high-volume stores to better serve our customers and grow faster than the market.
Driving Long-Term Shareholder Value. Underpinning all of our actions is a long-term commitment to our shareholders, which is embodied in our business investment and capital allocation principles. In Fiscal 2024, we returned $8.9 billion to our shareholders through dividends, which we have paid for more than 150 consecutive quarters, and $0.6 billion through share repurchases. Our five-year total shareholder return, or TSR, was 103.8%. We will continue to focus on disciplined capital allocation, which will position us to grow the business as we create additional long-term value for our shareholders.
Continuing Board Refreshment. We believe that Board succession planning and refreshment are important as the Company’s business strategy continues to evolve. We are excited to announce Asha Sharma, Corporate Vice President and Head of Product, AI Platform, at Microsoft Corporation (“Microsoft”), as a new director nominee. Given her extensive technology and operational experience, we are confident she will be a tremendous asset in the ongoing execution and evolution of our interconnected retail strategy.
As we think back on the year behind us and look to those ahead, the Company’s core values, embedded by our founders into The Home Depot culture at its creation, continue to guide us. While we were deeply saddened by the passing of Bernie Marcus this year, it is with sincere gratitude that we remember Bernie’s extraordinary legacy, which he demonstrated through his unwavering dedication to our customers, our associates, and the communities we serve. He was a master merchant, retail visionary and philanthropist. Bernie was passionate about giving back, and his philanthropy included gifts to support countless organizations in Atlanta and throughout the world, enriching the lives of millions. Bernie’s legacy lives on in our culture as we execute on our core values to offer excellent customer service, take care of our people, do the right thing, and create shareholder value.
Please join us for our virtual 2025 Annual Meeting of Shareholders on Thursday, May 22, 2025. The enclosed Notice of 2025 Annual Meeting of Shareholders and Proxy Statement provides information about the Meeting, including the matters on which you will be asked to vote. Thank you for your support of The Home Depot.
Sincerely,
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| Edward P. Decker | | Gregory D. Brenneman |
| Chair, President and Chief Executive Officer | | Independent Lead Director |
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NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
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DATE: | | Thursday, May 22, 2025 |
TIME: | | 9:00 a.m., Eastern Time |
PLACE: | | This year’s Meeting will be held virtually via a live webcast at www.virtualshareholdermeeting.com/HD2025. |
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| ITEMS OF BUSINESS: | | (1) | To elect as directors of the Company the 12 persons named in the accompanying Proxy Statement for terms expiring at the 2026 Annual Meeting of Shareholders; |
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| | (2) | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2026; |
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| | (3) | To cast an advisory vote to approve executive compensation as set forth in this Proxy Statement (“Say-on-Pay”); |
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| | (4) | To act on three shareholder proposals described in the Proxy Statement, if properly presented; and |
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| | (5) | To transact any other business properly brought before the Meeting. |
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WHO MAY VOTE: | | Shareholders of record as of the close of business on March 24, 2025 are entitled to vote. |
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ANNUAL MEETING MATERIALS: | | A copy of this Proxy Statement and our 2024 Annual Report are available on our Investor Relations website at https://ir.homedepot.com under “Financial Reports.” |
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DATE OF MAILING: | | A Notice of Internet Availability of Proxy Materials or this Proxy Statement is first being sent to shareholders on or about April 7, 2025. |
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This Proxy Statement contains important information, including a description of the business that will be acted upon at the Meeting.
Attending the Virtual Meeting: Shareholders may attend the Meeting online, vote their shares electronically, and submit questions during the Meeting by visiting www.virtualshareholdermeeting.com/HD2025 and entering the 16-digit control number included in their proxy card, the Notice of Internet Availability, or the voting information form provided by their bank or broker. Online access to the Meeting will begin at approximately 8:45 a.m., Eastern Time. If you encounter difficulties accessing the virtual Meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/HD2025. Prior to the Meeting, shareholders can vote at www.proxyvote.com using their 16-digit control number or by the other methods described in this Proxy Statement. Shareholders may also submit questions in advance of the Meeting via www.proxyvote.com.
For more information about our virtual Meeting, please see “About the 2025 Annual Meeting of Shareholders” beginning on page 77 of this Proxy Statement. | | | | | |
| By Order of the Board of Directors, |
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| Teresa Wynn Roseborough Corporate Secretary |
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