Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2022, the Board of Directors (the "Board") of Lowe's Companies,
Inc. (the "Company") elected Scott H. Baxter as a director. Mr. Baxter has
served as President and Chief Executive Officer of Kontoor Brands, Inc.
("Kontoor"), a global lifestyle apparel company, since August 2018 when VF
Corporation ("VF") announced its intention to separate its Jeanswear
organization into an independent, publicly traded company and as Chair of
Kontoor's board of directors since August 2021. Prior to August 2018, Mr. Baxter
held various leadership roles at VF, an apparel, footwear and accessories
company, since 2007. The Board also appointed Mr. Baxter to serve on the
Compensation Committee and the Technology Committee of the Board.
The Board determined that Mr. Baxter is "independent" under the Corporate
Governance Standards of the New York Stock Exchange and under the Board's
Categorical Standards for Determination of Director Independence. There are no
transactions involving the Company and Mr. Baxter that are required to be
disclosed pursuant to Item 404(a) of Regulation S-K, and Mr. Baxter has not been
previously employed by the Company. Mr. Baxter will be entitled to receive
compensation for his Board and committee service in accordance with the
Company's standard compensation arrangements for non-employee directors, which
are described under the caption "Corporate Governance - Compensation of
Directors" in the Company's definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on April 14, 2022, as adjusted by
the Board from time to time.
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