Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On June 11, 2020, the shareholders of Best Buy Co., Inc. ("Best Buy" or the "registrant") voted at the registrant's Regular Meeting of Shareholders to approve amendments to Articles IX and X of the registrant's Amended and Restated Articles of Incorporation (the "Articles"), effective June 11, 2020, to eliminate the supermajority shareholder vote requirements set forth in the Articles.

A copy of the registrant's Amended and Restated Articles, amended as of June 11, 2020, is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On June 11, 2020, Best Buy held its Regular Meeting of Shareholders (the "Meeting"). At the close of business on April 13, 2020, the record date for the determination of shareholders to vote at the Meeting, there were 257,503,347 shares of common stock of the registrant issued and outstanding. The holders of 230,181,299 shares of common stock were represented either in person or by proxy at the Meeting, which constituted a quorum.

The final results of the votes of the shareholders of the registrant are set forth below:

1.Election of Directors. The following individuals were elected as directors for a term of one year, based upon the following votes:



   Director Nominee          For       Against   Abstain  Broker Non-Vote
Corie S. Barry           214,750,432   202,118   279,936    14,948,813
Lisa M. Caputo           213,970,105   958,446   303,935    14,948,813
J. Patrick Doyle         214,359,711   562,475   310,300    14,948,813
Kathy J. Higgins Victor  205,204,147  9,703,291  325,048    14,948,813
David W. Kenny           211,169,988  3,744,282  318,216    14,948,813
Karen A. McLoughlin      214,199,350   720,186   312,950    14,948,813
Thomas L. Millner        213,856,826  1,048,666  326,994    14,948,813
Claudia F. Munce         214,586,754   332,585   313,147    14,948,813
Richelle P. Parham       214,169,036   747,654   315,796    14,948,813
Eugene A. Woods          214,662,210   222,895   347,381    14,948,813

2.Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the registrant's independent registered public accounting firm for the fiscal year ending January 30, 2021, was ratified based upon the following votes:



    For       Against   Abstain  Broker Non-Vote
225,906,036  3,987,732  287,531         -

3.Advisory Vote on Executive Compensation. The proposal relating to the non-binding advisory vote to approve the executive compensation of the registrant was approved by shareholders based upon the following votes:



    For       Against    Abstain  Broker Non-Vote
201,747,902  13,076,782  407,802    14,948,813

4.Approval of Best Buy Co., Inc. 2020 Omnibus Incentive Plan. The proposal to approve the Best Buy Co., Inc. 2020 Omnibus Incentive Plan was approved by shareholders based upon the following votes:



    For       Against    Abstain  Broker Non-Vote
195,873,132  19,027,788  331,566    14,948,813

5.Approval of an Amendment to Article IX, Section 9 of the Amended & Restated Articles. The proposal to approve an amendment to eliminate the supermajority shareholder vote required under Article IX, Section 9 of the Articles to amend, alter or repeal the provisions of Article IX was approved by shareholders based upon the following votes:



    For      Against  Abstain  Broker Non-Vote
214,262,745  302,801  666,940    14,948,813



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6.Approval of an Amendment to Article IX, Section 10 of the Articles. The proposal to approve an amendment to eliminate the supermajority shareholder vote required under Article IX, Section 10 of the Articles to amend Section 1, Election of Directors, of Article III of the Amended and Restated By-laws was approved by shareholders based upon the following votes:



    For      Against  Abstain  Broker Non-Vote
214,149,697  342,887  739,902    14,948,813

7.Approval of an Amendment to Article X, Section 4 of the Articles. The proposal to approve an amendment to eliminate the supermajority shareholder vote required to amend, alter or repeal the provisions of Article X was approved by shareholders based upon the following votes:



    For      Against  Abstain  Broker Non-Vote
214,151,052  341,560  739,874    14,948,813

8.Approval of an Amendment to Article X, Section 2 of the Articles. The proposal to approve an amendment to amend the voting standard that applies to shareholder approval of certain transactions under Article X was approved by shareholders based upon the following votes:



    For      Against  Abstain  Broker Non-Vote
214,127,209  338,143  767,134    14,948,813

For additional information regarding the registrant, see the registrant's Annual Report on Form 10-K for the fiscal year ended February 1, 2020, and Proxy Statement dated April 29, 2020. Best Buy's Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the registrant.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

The following are filed as Exhibits to this Current Report on Form 8-K.



Exhibit No.                           Description of Exhibit
  3.1              Best Buy Co., Inc. Amended and Restated Articles of
                 Incorporation.
104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document).


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