Home Depot : Description Proxy Statement (definitive)

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		UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
		Washington, D.C. 20549
		SCHEDULE 14A
	INFORMATION REQUIRED IN PROXY STATEMENT
		SCHEDULE 14A INFORMATION
	Proxy Statement Pursuant to Section 14(a) of
	the Securities Exchange Act of 1934
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¨Preliminary Proxy Statement

¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ýDefinitive Proxy Statement

¨Definitive Additional Materials

¨Soliciting Material Pursuant to §240.14a-12

THE HOME DEPOT, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if the other than the Registrant)

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T HE H OME D EPOT

P ROXY S TATEMENT

AND

N OTICE OF 2019 A NNUAL M EETING OF S HAREHOLDERS

Thursday, May 23, 2019 at 9:00 a.m., Eastern Time

C OBB G ALLERIA C ENTRE,

A TLANTA, GA

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I NVESTOR F ACTSHEET

Strategy

Our One Home Depot strategy aims to deliver shareholder value and grow our market share by providing best-in-class customer service through a seamless, interconnected shopping experience for our customers. We are continuously improving our online and in-store experience and providing enhanced training for our associates. In addition, to ensure we are the product authority in home improvement, we strive to provide unique and comprehensive product offerings, continued innovation, and exceptional convenience and value.

To execute our strategy, we have committed approximately $11 billion over a multi-year period to investments across our stores, associates, digital experience and supply chain.

Shareholder Return Principles

Our first priority for our use of cash is investing in our business, as reflected by our One Home Depot strategy. Our use of the remainder of our cash is guided by our shareholder return principles:

•Dividend Principle: Target payout of approximately 55% of earnings per share (calculated on prior year earnings per share), with a goal of increasing the dividend every year

•Return on Invested Capital Principle: Maintain high return on invested capital, benchmarking all uses of excess liquidity against value created for shareholders through share repurchases

•Share Repurchase Principle: After meeting the needs of the business, use excess liquidity to repurchase shares, as long as it is value creating

Key Financial Performance Metrics

Set forth below are key financial performance metrics for the indicated fiscal years.

*ROIC is defined as net operating profit after tax, a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period. For a reconciliation of net operating profit after tax to net earnings, the most comparable GAAP financial measure, and our calculation of ROIC, see "Non-GAAP Financial Measures" on page 24 of our 2018 Form 10-K.

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D EAR F ELLOW S HAREHOLDERS:

Your Board and management team are committed to creating long-term value for our shareholders. This commitment is reflected in our core values, which provide the foundation for our business and reflect the culture that was built by our founders nearly 40 years ago. We would like to highlight for you some actions we took in fiscal 2018 to ensure we are optimizing our governance practices to support continued value creation over the long term.

Strategic Engagement and Oversight. At our December 2017 Investor and Analyst Conference, we outlined our long-term plan to create the One Home Depot experience, including a multi-year investment of approximately $11 billion. The Board's engagement with management to address both the short-term needs and long-term strategies necessary to meet our customers' expectations in a rapidly evolving retail landscape helped to shape this plan and to continue to refine it as the Company began to execute on the plan in fiscal 2018 . Company strategy is discussed regularly at Board meetings, and directors annually participate in an in-depth strategy session with management. Through these strategy sessions we tap into the ideas, viewpoints and experiences of our diverse and highly-skilled board members.

Director Refreshment and Recruiting. We have continued to focus on Board refreshment to align our Board's strengths with the evolving retail landscape. New director Stephanie Linnartz, who serves as the Executive Vice President and Global Chief Commercial Officer for Marriott International, joined us in May 2018. She provides us with a significant source of expertise as we roll out the One Home Depot experience, given her critical role in developing the customer experience at Marriott. We also added Manuel Kadre, Chairman and Chief Executive Officer of MBB Auto Group, to our Board in October. His service on other boards and management expertise has further enhanced our Board's financial, strategic, environmental and real estate experience. After 11 years of service, Armando Codina will be retiring from the Board at the end of his current term at the annual meeting in May. Mark Vadon has also decided to step down at the end of his current term in May after serving on our Board for six years. Both have been valued members of our Board, and we deeply appreciate their service to The Home Depot and our shareholders.

Shareholder Engagement and Governance. The Board and management carefully analyzed the results of the voting at the 2018 annual meeting, and at the Board's direction, the Company initiated an expanded environmental, social and governance engagement program with our institutional shareholders. After taking into account feedback from those engagements, combined with the Company's commitment to governance best practices, the Board approved several changes. In late 2018, we enhanced our disclosure of our Company's diversity, providing statistics on our website about the ethnic and gender diversity of our U.S. workforce. This disclosure will become part of our annual Responsibility Report going forward. In February 2019, we reduced the percentage of outstanding shares required to call a special meeting of shareholders from 25% to 15% and updated our executive compensation clawback policy to specifically include conduct that causes significant reputational harm to the Company.

Underpinning all of these actions is a commitment to our shareholders, which is in turn embodied in the shareholder return principles that we have consistently outlined for our investor community. By following these principles, we were able to return value to our shareholders in fiscal 2018 through a 16% increase in our quarterly dividend and $10.0 billion in share repurchases.

We hope you will be able to join us at our 2019 Annual Meeting of Shareholders on Thursday, May 23, 2019 . You will find information about the Meeting, including the matters to be voted on at the Meeting, in the enclosed Notice of Meeting and Proxy Statement. The Meeting will also include a report on the Company's performance and operations and a question and answer session. On behalf of our over 400,000 associates and our Board, we thank you for your support of The Home Depot.

Sincerely,

Craig A. Menear	Gregory D. Brenneman
Chairman, Chief Executive Officer and President	Independent Lead Director

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T HE H OME D EPOT , I NC .

2455 Paces Ferry Road

Atlanta, Georgia 30339

N OTICE OF 2019 A NNUAL M EETING OF S HAREHOLDERS

DATE:	Thursday, May 23, 2019
TIME:	9:00 a.m., Eastern Time
PLACE:	Cobb Galleria Centre - **NEW LOCATION**
	Two Galleria Parkway
	Atlanta, Georgia 30339

ITEMS OF BUSINESS:

WHO MAY VOTE:

ANNUAL MEETING

MATERIALS:

DATE OF MAILING:

ADDITIONAL INFORMATION:

(1)To elect as directors of the Company the 12 persons named in the accompanying Proxy Statement for terms expiring at the 2020 Annual Meeting of Shareholders;

(2)To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2020;

(3)To cast an advisory vote to approve executive compensation ("Say-on-Pay");

(4)To act on three shareholder proposals described in the Proxy Statement, if properly presented; and

(5)To transact any other business properly brought before the Meeting.

Shareholders of record as of the close of business on March 25, 2019 are entitled to vote.

A copy of this Proxy Statement and our 2018 Annual Report are available on our Investor Relations website at http://ir.homedepot.com under "Financial Reports."

A Notice of Internet Availability of Proxy Materials or this Proxy Statement is first being sent to shareholders on or about April 8, 2019.

The enclosed Proxy Statement contains important information, including a description of the business that will be acted upon at the Meeting, voting procedures, and documentation required to attend the Meeting. If you will need special assistance or seating, please contact Allison Spicer at [phone].

If you are unable to attend the Meeting, you can listen to the Meeting and view the presentation on the Company's performance through the live webcast on the Internet. Visit our Investor Relations website at http://ir.homedepot.com and click on "Events and Presentations" for details. The webcast will be archived and available for replay beginning shortly after the meeting.

By Order of the Board of Directors,

Teresa Wynn Roseborough Corporate Secretary