Best Buy : 2025 Annual Report Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Filed by the Registrant ☒

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by a Party other than the Registrant □ Check the appropriate box:

• Preliminary Proxy Statement

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

  ☒ Definitive Proxy Statement

• Definitive Additional Materials

• Soliciting Material pursuant to §240.14a-12

  BEST BUY CO., INC.

  (Name of Registrant as Specified In Its Charter)

  (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):

  ☒ No fee required

• Fee paid previously with preliminary materials

• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2025

Proxy Statement

BEST BUY CO., INC.

7601 Penn Avenue South Richfield, Minnesota 55423

Notice of 2025

Regular Meeting of Shareholders

Time

9:00 a.m., Central Time Friday, June 13, 2025

Place

Online at

https://www.virtualshareholdermeeting.com/BBY2025

Internet

Submit pre-meeting questions online by visiting https://www.proxyvote.com and attend the Regular Meeting of Shareholders online at https://www.virtualshareholdermeeting.com/BBY2025

Record Date

You may vote if you were a shareholder of Best Buy Co., Inc. as of the close of business on Monday, April 14, 2025.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE REGULAR MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2025:

This Notice of 2025 Regular Meeting of Shareholders and Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, are available at https://www.proxyvote.com.

Richfield, Minnesota May 1, 2025

Items of Business

Management Proposals

1. To elect the eleven director nominees listed herein to serve on our Board of Directors for a term of one year.

2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026.

3. To conduct a non-binding advisory vote to approve our named executive officer compensation.

4. To request shareholder approval of Amendment No. 1 to our 2020 Omnibus Incentive Plan.

Shareholder Proposals

5-8. To vote on four shareholder proposals, if properly presented at the meeting.

Other Business

9. To transact such other business as may properly come before the meeting.

Proxy Voting

Your vote is important. You may vote via proxy as a shareholder of record:

By visiting https://www.proxyvote.com on the internet

By calling (within the U.S. or Canada) toll-free at 1-800-690-6903

By signing and returning your proxy card if you have received paper materials

For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee.

Regardless of whether you expect to attend the meeting, please vote your shares in one of the ways outlined above.

By Order of the Board of Directors

Todd G. Hartman

Secretary

Help Us Make a Difference by Eliminating Paper Proxy Mailings to Your Home or Business.

As permitted by rules adopted by the U.S. Securities and Exchange Commission (''SEC''), we are furnishing proxy materials to our shareholders primarily via the internet. On or about May 1, 2025, we mailed or otherwise made available to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the internet.

Certain shareholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the internet or have been mailed paper copies of our proxy materials and proxy card.

Internet distribution of our proxy materials is designed to expedite receipt by our shareholders, lower the cost of the Regular Meeting of Shareholders and conserve precious natural resources. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive e-mail notification with instructions to access these materials via the internet unless you elect otherwise.

Attending the Regular Meeting of Shareholders

We invite you to attend the 2025 Regular Meeting of Shareholders (the ''Meeting'') virtually.

There will not be a physical meeting. You will be able to attend the Meeting virtually, vote your shares electronically, and submit your questions during the Meeting by visiting: https://www.virtualshareholdermeeting.com/BBY2025 and following the instructions on your proxy card.

The Meeting starts at 9:00 a.m. Central Time.

You do not need to attend the Meeting online to vote if you submitted your vote via proxy in advance of the Meeting.

You can vote via telephone, the internet or by mail by following the instructions on your proxy card or voting instruction form provided by your broker, bank or other nominee.

A replay of the Meeting will be available on https://www.investors.bestbuy.com.

A message from

David Kenny

Chair of the Board

Dear Shareholders,

I am happy to share the progress Best Buy has made during fiscal year 2025.

Despite facing a challenging business environment and broad macroeconomic hurdles, Best Buy's leadership team and employees remained steadfast in their focus on the Company's strategy. Their disciplined operational execution and commitment led to creating inspiring experiences for our customers. And most notably, Best Buy achieved positive comparable sales in the fourth quarter of the fiscal year, marking the first quarter of positive comparable sales growth since the third quarter of fiscal year 2022.

This significant achievement underscores the team's talent and resilience.

Several key factors contributed to the execution and have positioned the Company well for the future. This year, we launched our bold, new branding and made strategic investments in both our digital business and our in-store experiences. By emphasizing personalization and igniting elements of discovery, these investments have elevated customer experiences across all touchpoints. Our My Best Buy membership program had higher engagement across all three tiers and ended the year with nearly 8 million paid members. My Best Buy not only provides value to members but also serves as a source of growth for our rich, first-party data. Our data, in turn, fuels other major initiatives, like Best Buy Ads, our retail media network.

During the fiscal year, the Company continued to build and scale new profit streams. We believe fiscal year 2026 will be pivotal for Best Buy Ads, and we expect the rollout of our U.S. Marketplace to provide further growth opportunities in our core business.

In fiscal year 2025, Best Buy returned $1.3 billion to shareholders through share repurchases and dividends. Demonstrating our commitment to being a premium dividend payer, the Company increased its quarterly dividend to $0.95 per share in fiscal 2026. We are proud to have raised our quarterly dividend for 12 consecutive years.

We also continued to support our employees. The Company's ongoing efforts in onboarding, training and fostering a stable and engaging culture led to remarkable achievements. Our dedication to our people is grounded in the Company's values and amplified by our commitment to a culture of belonging. I am proud of the results. In fiscal year 2025, the Company had the lowest employee turnover in six years and achieved record high employee engagement scores.

We look forward to building on this momentum and are incredibly confident in the strategy and in the dedication of more than 80,000 employees who work passionately to bring it to life.

Finally, we believe it is a tremendous privilege to compete with the world's leading retailers. Best Buy continues to be the trusted source for cutting-edge technology, offering a broad range of products, unique in-store and digital experiences, and expert services. Our deep commitment to enriching lives through technology remains at the core of everything we do.

On behalf of the Board of Directors, I would like to extend gratitude to every employee for their unwavering commitment to our customers, partners and communities. It is an honor to work together in pursuit of the Company's purpose and to generate value for our stakeholders.

Thank you for your continued support of this extraordinary Company.

David Kenny

Chair of the Board