SEC-Show

LOWES COMPANIES INC filed this DEF 14A on 04/17/2025

Back to Results Entire Filing Printer Friendly Outline

LOWES COMPANIES INC - DEF 14A - 20250417 - ANNUAL_REPORT

Additional Information

defined in the Company’s Bylaws) of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Shareholder proposals (including proxy access director nominations) must satisfy the applicable requirements and include the specified information concerning the proposal or nominee as described in the Company’s Bylaws.

ANNUAL REPORT

The 2024 Annual Report to Shareholders, which includes the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, accompanies this Proxy Statement. The 2024 Annual Report to

Shareholders is also posted at the following website addresses: ir.lowes.com and www.proxyvote.com. The 2024 Annual Report to Shareholders and the Annual Report on Form 10-K for the fiscal year ended January 31, 2025, which contains the Company’s consolidated financial statements and other information about the Company, are not incorporated by reference in this Proxy Statement and are not to be deemed a part of the proxy soliciting material. The Company will also provide, without charge, its Annual Report on Form 10-K for the fiscal year ended January 31, 2025 upon written request addressed to Lowe’s Companies, Inc., Investor Relations Department, 1000 Lowes Boulevard, Mooresville, North Carolina 28117.


						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2025		71

Appendix A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Management uses certain non-GAAP financial measures to provide additional insight for analysts and investors in evaluating the Company’s financial and operating performance. These non-GAAP financial measures should not be considered alternatives to, or more meaningful indicators of, the Company’s financial measures in accordance with GAAP. The Company’s methods of determining these non-GAAP financial measures may differ from the methods used by other companies and may not be comparable.



	Year Ended January 31, 2025

Adjusted Diluted Earnings Per Share	Pre-Tax Earnings			Tax⁽¹⁾		Net Earnings

Diluted Earnings Per Share, As Reported							$	12.23

Canadian retail business transaction ⁽²⁾		(0.31	)		0.07			(0.24	)

Adjusted Diluted Earnings Per Share							$	11.99



Adjusted Operating Income (in millions, except percentage data)	Year Ended January 31, 2025

Operating Income, As Reported		$	10,466

Canadian retail business transaction ⁽²⁾			(177	)

Adjusted Operating Income		$	10,289

Operating Margin, As Reported			12.51	%

Adjusted Operating Margin			12.30	%

(1)	Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.

(2)	Represents pre-tax income of $177 million consisting of a realized gain on the contingent consideration and adjustments to the selling price associated with the fiscal 2022 sale of the Company’s Canadian retail business.


						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2025		A-1

Appendix A

Return on Invested Capital (“ROIC”) is calculated using a non-GAAP financial measure. Management believes ROIC is a meaningful metric for analysts and investors as a measure of how effectively the Company is using capital to generate financial returns. Although ROIC is a common financial metric, numerous methods exist for calculating ROIC. Accordingly, the method used by our management may differ from the methods used by other companies. We encourage you to understand the methods used by another company to calculate ROIC before comparing its ROIC to ours.

We define ROIC as the rolling 12 months’ lease adjusted net operating profit after tax (“Lease adjusted NOPAT”) divided by the average of current year and prior year ending debt and shareholders’ deficit. Lease adjusted NOPAT is a non-GAAP financial measure, and net earnings is considered to be the most comparable GAAP financial measure. The calculation of ROIC, together with a reconciliation of net earnings to Lease adjusted NOPAT, is as follows:



	Four Quarters Ended

ROIC (in millions, except percentage data)	January 31, 2025

Numerator

Net Earnings		$	6,957

Plus:

Interest expense, net			1,314

Operating lease interest			173

Provision for income taxes			2,196

Lease adjusted net operating profit			10,640

Less:

Income tax adjustment ⁽¹⁾			2,552

Lease adjusted net operating profit after tax		$	8,088

Denominator

Average debt and shareholders’ deficit⁽²⁾		$	25,270

Net Earnings to Average Debt and Shareholders’ Deficit			27.5	%

Return on Invested Capital			32.0	%

(1)	Income tax adjustment is defined as lease adjusted net operating profit multiplied by the effective tax rate, which was 24.0% for the four quarters ended January 31, 2025.

(2)	Average debt and shareholders’ deficit is defined as average current year and prior year ending debt, including current maturities, short-term borrowings and operating lease liabilities, plus the average current year and prior year ending total shareholders’ deficit.


A-2		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2025

Appendix B

CATEGORICAL STANDARDS FOR DETERMINATION OF DIRECTOR INDEPENDENCE

It has been the long-standing policy of Lowe’s Companies, Inc. (the “Company”) to have a substantial majority of independent directors. No director shall qualify as independent under the New York Stock Exchange (“NYSE”) corporate governance rules unless the board of directors of the Company (the “Board of Directors”) affirmatively determines that the director has no material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The NYSE’s corporate governance rules include several “bright line” tests for director independence. No director who has a direct or indirect relationship that is covered by one of those tests shall qualify as an independent director. However, a director who meets all of the bright line independence criteria shall not be automatically presumed to be independent; the Board of Directors must still make an affirmative determination that each director has no material relationship with the Company. In making its independence determination for each director, the Board of Directors shall broadly consider all relevant facts and circumstances. In particular, when assessing the materiality of a director’s relationship with the Company, the Board of Directors shall consider the issue not merely from the standpoint of the director, but also from the standpoint of persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.

****

The Board of Directors has determined that the following relationships with the Company, either directly or indirectly, will not be considered material relationships for purposes of determining whether a director is independent:

•

Relationships in the ordinary course of business. Relationships involving (1) the purchase or sale of products or services or (2) lending, deposit, banking or other financial service relationships, either by or to the Company or its subsidiaries and involving a director, his or her immediate family members, or an organization of which the director or an immediate

family member is a partner, shareholder, officer, employee or director if the following conditions are satisfied:

•

any payments made to, or payments received from, the Company or its subsidiaries in any single fiscal year within the last three fiscal years do not exceed the greater of (i) $1 million or (ii) 2% of such other organization’s consolidated gross revenues;

•

the products and services are provided in the ordinary course of business and on substantially the same terms and conditions, including price, as would be available either to similarly situated customers or current employees;

•

the relationship does not involve consulting, legal, or accounting services provided to the Company or its subsidiaries; and

•

any extension of credit was in the ordinary course of business and was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other similarly situated borrowers.

•

Relationships with organizations to which a director is connected solely as a shareholder or partner. Any other relationship between the Company or one of its subsidiaries and a company (including a limited liability company) or partnership to which a director is connected solely as a shareholder, member or partner as long as the director is not a principal shareholder or principal partner of the organization. For purposes of this categorical standard, a person is a principal shareholder of a company if he or she directly or indirectly, or acting in concert with one or more persons, owns, controls, or has the power to vote more than 10% of any class of voting securities of the company. A person is a principal partner of a partnership if he or she directly or indirectly, or acting in concert with one or more persons, owns, controls, or has the power to vote a 25% or more general partnership interest, or more than a 10% overall partnership interest. Shares or partnership interests owned or controlled by a director’s immediate family member who shares the director’s home are considered to be held by the director.

•

Contributions to charitable organizations. Contributions made or pledged by the Company, its


						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2025		B-1

Appendix B

subsidiaries, or by any foundation sponsored by or associated with the Company or its subsidiaries to a charitable organization of which a director or his or her immediate family member is an executive officer, director, or trustee if the following conditions are satisfied:

•

within the preceding three fiscal years, the aggregate amount of such contributions during any single fiscal year of the charitable organization did not exceed the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues for that fiscal year; and

•

the charitable organization is not a family foundation created by the director or an immediate family member.

For purposes of this categorical standard, contributions made to any charitable organization pursuant to a matching gift program maintained by the Company or by its subsidiaries or by any foundation sponsored by or associated with the Company or its subsidiaries shall not be included in calculating the materiality threshold set forth above.

•

Equity relationship. If the director, or his or her immediate family member, is an executive officer of another organization in which the Company owns an equity interest, and if the amount of the Company’s interest is less than 10% of the total voting interest in the other organization.

•

Stock ownership. The director is the beneficial owner (as that term is defined under Rule 13d of the Securities Exchange Act of 1934, as amended) of less than 10% of the Company’s outstanding capital stock.

•

Other family relationships. A director’s relative who is not an immediate family member of the director has a relationship with the Company.

•

Employment relationship. The director has not been an employee of the Company or any of its subsidiaries during the last five years.

•

Employment of immediate family members. No immediate family member of the director is a current employee or has been an executive officer during the last five years, of the Company or any of its subsidiaries.

•

Relationships with acquired or joint venture entities. In the last five years, the director has not been an executive officer, founder or principal owner of a business organization acquired by the Company, or of a firm or entity that was part of a joint venture or partnership including the Company.

•

Voting arrangements. The director is not a party to any contract or arrangement with any member of the Company’s management regarding the director’s nomination or election to the Board of Directors or requiring the director to vote with management on proposals brought before the Company’s shareholders.

Definitions of Terms Used in these Categorical Standards

•

“Immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home. It does not include individuals who are no longer immediate family members as the result of legal separation or divorce, or those who have died or become incapacitated.

•

“Executive officer” means the principal executive officer, president, principal financial officer, principal accounting officer, any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function or any other person who performs similar policy-making functions for an organization.


B-2		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2025

LOGO

SCAN TO VIEW MATERIALS & VOTE w LOWE’S COMPANIES, INC. VOTE BY INTERNET 1000 LOWES BOULEVARD Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above MOORESVILLE, NC 28117 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, on May 27, 2025 (for shares allocated to a Lowe’s 401(k) Plan account) or on May 29, 2025 (for all other shares). Use your 16-digit control number to access the website and then follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/LOW2025 You may attend the meeting via the Internet and vote during the meeting. Use your 16-digit control number to access the website and follow the instructions. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 27, 2025 (for shares allocated to a Lowe’s 401(k) Plan account) or on May 29, 2025 (for all other shares). Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by Lowe’s Companies, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V69428-P27455 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY LOWE’S COMPANIES, INC. For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark “For All Except” and write the Lowe’s Board of Directors recommends you vote “FOR number(s) of the nominee(s) on the line below. ALL” of the nominees listed in Proposal 1. 1. Election of Directors ! ! ! Nominees: 01) Raul Alvarez 07) Navdeep Gupta 02) Scott H. Baxter 08) Brian C. Rogers 03) Sandra B. Cochran 09) Bertram L. Scott 04) Laurie Z. Douglas 10) Lawrence Simkins 05) Richard W. Dreiling 11) Colleen Taylor 06) Marvin R. Ellison 12) Mary Beth West Lowe’s Board of Directors recommends you vote “FOR” Proposals 2 and 3. For Against Abstain 2. Advisory vote to approve the Company’s named executive officer compensation in fiscal 2024. ! ! ! 3. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2025. ! ! ! NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Authorized Signature(s)—You must sign and date below for your instructions to be executed. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

LOGO

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 30, 2025: The 2025 Notice of Annual Meeting of Shareholders & Proxy Statement and 2024 Annual Report are available at www.proxyvote.com. We will be conducting our 2025 Annual Meeting of Shareholders online via audio webcast at www.virtualshareholdermeeting.com/LOW2025. V69429-P27455 2025 Annual Meeting of Shareholders THIS PROXY IS SOLICITED ON BEHALF OF LOWE’S BOARD OF DIRECTORS. The undersigned hereby appoint(s) Juliette W. Pryor and Brandon J. Sink, each of them, as proxies, and each with the power to appoint his or her substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of common stock of Lowe’s Companies, Inc. that the undersigned is/are entitled to vote at the 2025 Annual Meeting of Shareholders to be held at 10:00 a.m., Eastern Time, on Friday, May 30, 2025 online via audio webcast at www.virtualshareholdermeeting.com/LOW2025, and any adjournment or postponement thereof. The proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof, exercising their discretion as set forth in the Notice of Annual Meeting & Proxy Statement. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted “FOR ALL” nominees named in Proposal 1 and “FOR” Proposals 2 and 3 and in the discretion of the proxies with respect to such other business as may properly come before the meeting or any adjournment or postponement thereof. This card also constitutes voting instructions to Principal Financial Group, the Trustee of the Lowe’s 401(k) Plan, to vote the shares of common stock of Lowe’s Companies, Inc., if any, allocated to the undersigned’s 401(k) Plan account pursuant to the instructions on the reverse side. Voting instructions with respect to such plan shares must be received by 11:59 p.m., Eastern Time, on May 27, 2025. Any allocated shares for which no instructions are timely received will be voted by the Trustee in the manner directed by the Lowe’s administrative committee. PLEASE MARK, SIGN AND DATE ON THE REVERSE SIDE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE, OR FOLLOW THE INSTRUCTIONS TO VOTE BY INTERNET OR PHONE. (Items to be voted appear on reverse side.)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents