false00003549501/3100003549502026-05-212026-05-21

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): May 21, 2026
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
 __________________
Delaware1-820795-3261426
(State or Other Jurisdiction
of Incorporation)		  (Commission
File Number)		  (IRS Employer
Identification No.)
2455 Paces Ferry Road, 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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.05 Par Value Per ShareHDNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The 2026 Annual Meeting of Shareholders of The Home Depot, Inc. (the “Company”) was held on May 21, 2026 (the “2026 Annual Meeting”), at which the Company’s shareholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to: (i) eliminate the monetary liability of certain officers in circumstances similar to, but more limited than, the protections that the Charter already affords to members of the Company’s Board of Directors, as permitted by Delaware law; and (ii) approve the implementation of miscellaneous amendments to the Company’s Charter (collectively, the “Proposed Amendments”).
The Proposed Amendments are described in detail under “Item 4: Company Proposal to Approve the Adoption of an Amendment to the Charter to Add Officer Exculpation” and “Item 5: Company Proposal to Approve the Implementation of Miscellaneous Amendments to the Charter” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2026 (the “2026 Proxy Statement”). The description of the Proposed Amendments is qualified in its entirety by reference to the full text of the certificate of incorporation, as amended by the Proposed Amendments (the “Restated Charter”), which is filed as Exhibit 3.1 hereto and incorporated herein by reference. The Restated Charter became effective upon its filing with the Secretary of State of the State of Delaware on May 21, 2026.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, the Company’s shareholders voted on the matters set forth below. Below are the final vote results from the 2026 Annual Meeting.
Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors for one-year terms expiring at the next annual meeting of shareholders:
FORAGAINSTABSTAINBROKER
NON-VOTES
Gerard J. Arpey702,196,74915,710,5281,118,494130,876,592
Ari Bousbib691,613,90426,299,7501,112,117130,876,592
Jeffery H. Boyd655,391,19762,548,2941,086,280130,876,592
Gregory D. Brenneman696,091,71821,854,9131,079,140130,876,592
J. Frank Brown683,033,82034,895,0361,096,915130,876,592
Edward P. Decker677,453,72437,677,7353,894,312130,876,592
Wayne M. Hewett685,104,51832,860,0061,061,247130,876,592
Manuel Kadre713,560,9394,339,5001,125,332130,876,592
Stephanie C. Linnartz713,542,8184,416,6681,066,285130,876,592
Paula A. Santilli706,880,81910,597,9331,547,019130,876,592
Caryn Seidman-Becker702,460,80615,004,5011,560,464130,876,592
Asha Sharma710,478,3857,419,4411,127,945130,876,592
Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027 was ratified.
FORAGAINSTABSTAINBROKER
NON-VOTE
801,070,88747,512,3241,319,152N/A
Proposal 3: The advisory vote to approve executive compensation as set forth in the 2026 Proxy Statement was approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
671,264,06444,192,8693,568,838130,876,592
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Proposal 4: The Company’s proposal regarding the adoption of an amendment to the Company’s Charter to add officer exculpation was approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
643,779,25573,036,6102,209,906130,876,592
Proposal 5: The Company’s proposal regarding the implementation of miscellaneous amendments to the Company’s Charter was approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
706,316,92410,334,3662,374,481130,876,592
Proposal 6: A shareholder proposal regarding the evaluation of the recycling-related plastics targets was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
6,094,427703,282,3259,649,019130,876,592
Proposal 7: A shareholder proposal regarding a report on packaging policies for plastics was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
123,822,119586,814,9518,388,701130,876,592
Proposal 8: A shareholder proposal regarding a report on customer data privacy risks was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
62,948,880645,876,26110,200,630130,876,592
Proposal 9: A shareholder proposal regarding an independent board chair was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
186,314,484529,442,3363,268,951130,876,592
Proposal 10: A shareholder proposal regarding a biodiversity impact and dependency assessment was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
101,565,129608,334,9009,125,742130,876,592
Proposal 11: A shareholder proposal regarding a report on sufficiency of associates’ access to healthcare was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
57,856,691651,068,72910,100,351130,876,592
Proposal 12: A shareholder proposal regarding a report on discrimination in charitable support was not approved.
FORAGAINSTABSTAINBROKER
NON-VOTE
6,329,736703,080,3209,615,715130,876,592
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
ExhibitDescription
104Cover Page Interactive Data File (formatted as Inline XBRL).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
THE HOME DEPOT, INC.
Date: May 26, 2026By:/s/ Teresa Wynn Roseborough
Name:Teresa Wynn Roseborough
     Title:Executive Vice President, General Counsel and Corporate Secretary
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