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

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LOWES COMPANIES INC - DEF 14A - 20250417 - NOTICE_OF_ANNUAL_MEETING

LOWE’S COMPANIES, INC.

1000 Lowes Boulevard

Mooresville, North Carolina 28117

(704) 758-1000

2025 Notice of Annual Meeting of Shareholders

April 17, 2025

The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Lowe’s Companies, Inc. (the “Company”) will be held online via audio webcast at 10:00 a.m., Eastern Time, on Friday, May 30, 2025 at www.virtualshareholdermeeting.com/LOW2025 for the purpose of voting on the following matters:

1.	To elect the 12 candidates nominated by the Board of Directors and named in the Proxy Statement for election as directors;

2.	To approve, on an advisory basis, the Company’s named executive officer compensation in fiscal 2024;

3.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2025; and

4.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors unanimously recommends a vote “FOR” each of the director nominees in proposal 1 and a vote “FOR” proposals 2 and 3. The persons named as proxies will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record as of the close of business on March 24, 2025, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

We are holding the Annual Meeting in an online-only format. You will not be able to attend the Annual Meeting in person. To attend the Annual Meeting, vote and submit your questions during the Annual Meeting, you will need to visit the Annual Meeting website noted above and enter your 16-digit control number found on your proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or legal proxy, as applicable. Shareholders of record may follow these same instructions during the Annual Meeting to view the list of shareholders of record entitled to notice of the meeting. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com using your 16-digit control number or by the other methods described in the Proxy Statement. For more information on attending the online-only meeting, please see pages 67 to 68 of the Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, you are encouraged to review the proxy materials and vote as soon as possible to ensure that your shares are represented at the meeting.

Sincerely,

LOGO

Juliette W. Pryor

Executive Vice President, Chief Legal Officer and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to Be Held on May 30, 2025:

The 2025 Notice of Annual Meeting of Shareholders & Proxy Statement and

2024 Annual Report to Shareholders are available at www.proxyvote.com.

Table of Contents



Proxy Summary			i

Proposal 1: Election of Directors			1
Identifying and Evaluating Director Nominees			2
Director Nominees			6

Corporate Governance			12
Corporate Governance Guidelines and Code of Business Conduct and Ethics			12
Director Independence			12
Compensation of Directors			13
Board Meetings, Board Leadership Structure, Key Board Responsibilities and Committees			15

Security Ownership of Certain Beneficial Owners and Management			25

Compensation Discussion and Analysis			26
Executive Summary			27
Compensation Elements			32
Compensation Decision-Making Process			35
Fiscal 2024 Compensation Actions			37
Other Compensation Policies			43
Compensation Committee Report			45

Compensation Tables			46

Compensation Committee Interlocks and Insider Participation			60

Equity Compensation Plan Information			60

Related Person Transactions			61
Policy and Procedures for Review and Approval of Related Person Transactions			61
Approved Related Person Transactions			61



Audit Matters			62
Report of the Audit Committee			62
Fees Paid to the Independent Registered Public Accounting Firm			63

Proposal 2: Advisory Vote to Approve the Company’s Named Executive Officer Compensation in Fiscal 2024			64

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal 2025			65

General Information			66

Additional Information			70
Delivery of Proxy Materials			70
Electronic Delivery of Proxy Materials			70
Shareholder Proposals for the 2026 Annual Meeting			70
Annual Report			71

Appendix A: Reconciliation of Non-GAAP Financial Measures			A-1

Appendix B: Categorical Standards for Determination of Director Independence			B-1

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believe,” “expect,” “anticipate,” “plan,” “project,” “estimate,” “intend,” “will,” “should,” “could,” “would,” “may,” “strategy,” “goal,” “target,” “potential,” “opportunity,” “outlook,” “guidance,” “scenario” and similar expressions are forward-looking statements. Forward-looking statements involve, among other things, expectations, projections and assumptions about future priorities, shareholder value, Lowe’s strategic initiatives and our environmental, social and other sustainability plans and goals. Such statements involve risks and uncertainties, and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, target, commitment or expectation can or will be achieved. Actual results and outcomes may differ materially from those expressed or implied in such statements. Investors should carefully consider the risk and uncertainties described in “Item 1A – Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in our quarterly reports on Form 10-Q or other subsequent filings with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law. Inclusion of information in this Proxy Statement is not an indication that the subject or information is material to our business or operating results. Standards of measurement and performance made in reference to our environmental, social and other sustainability plans and goals may be based on evolving protocols and assumptions which may change or be refined. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

PROXY SUMMARY

We seek to generate long-term sustainable shareholder value by driving operational excellence throughout the enterprise, consistently generating high levels of cash flow and optimizing our capital deployment. We have demonstrated a strong commitment to returning capital to our shareholders and continued dividend growth since 1961.

$47.5 Billion

32.0%

CASH FLOWS FROM OPERATIONS

IN THE LAST FIVE YEARS

2024 RETURN ON INVESTED CAPITAL*

4.6%

$11.2 Billion

$42.3 Billion

2024 PER SHARE INCREASE IN

ANNUAL DIVIDEND

DIVIDENDS PAID

IN THE LAST FIVE YEARS

SHARES REPURCHASED

IN THE LAST FIVE YEARS

This summary highlights certain information for your review in connection with the Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References to “Lowe’s,” the “Company,” “we,” “us,” “our” and similar terms refer to Lowe’s Companies, Inc.

FISCAL 2024 FINANCIAL HIGHLIGHTS

LOGO

* Return on Invested Capital (“ROIC”) is calculated using a non-GAAP financial measure, and adjusted diluted earnings per common share (“EPS”) is a non-GAAP financial measure. Refer to Appendix A for the calculation of ROIC and a reconciliation of non-GAAP measures.

LOGO


						NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2025		i

OUR TOTAL HOME STRATEGY

In 2020, we unveiled our Total Home strategy to grow our market share by providing a one-stop solution for every project across the home for both do-it-yourself (“DIY”) and professional (“Pro”) customers. In fiscal 2024, we continued to execute on our Total Home strategy by remaining focused on serving the Pro customer, accelerating our online business, expanding installation services, improving localization efforts and elevating our product assortment. Through the execution of our strategy over the last four years, we have grown our Pro and online sales despite a prolonged downturn in the home improvement market.

At our Analyst and Investor Conference in December 2024, we updated our Total Home strategy, aligned with the key drivers of home improvement demand, to better position the Company to take market share when the home improvement market recovers. Our Total Home strategy is designed to help our customers solve their total home improvement needs with more value and exceptional service. Looking ahead, in addition to continuing our focus on growing Pro customer and online sales, we will focus on (i) expanding home services to create a high-value installation solution for both smaller refreshes and more complex projects, (ii) creating a robust loyalty ecosystem for both our DIY and Pro customers and (iii) increasing space productivity by optimizing assortments. We are confident that we are making the right investments in the business to grow market share, generate long-term growth and continue to create sustainable shareholder value.

LOGO

OVERVIEW OF OUR EXECUTIVE COMPENSATION PROGRAM

Our Executive Compensation Program is Linked to Our Strategy

Our executive compensation program is designed to drive long-term shareholder value by aligning executive pay with our strategy and shareholder interests and attracting and retaining talented executives. We have a long-standing commitment to pay for performance and provide a significant portion of compensation opportunities through variable pay arrangements.


ii		NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2025