LOWES COMPANIES INC
For the period ended May 29, 2026. Filed Apr 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2026 · Filed Apr 16, 2026
Contents
Proxy Statement Highlights
We seek to generate long-term sustainable shareholder value by driving operational excellence throughout the enterprise,
consistently generating high levels of cash flow and optimizing our capital deployment. Over the years, we have demonstrated
a strong commitment to returning capital to our shareholders and since 1961 have continued dividend growth.
| $46.3 BillionCash Flows from Operations in the Last Five Years | 26.1%2025 Return on Invested Capital* | 4.4%2025 Per Share Increase in Annual Dividend |
| $12.1 BillionDividends Paid in the Last Five Years | $37.4 BillionShares Repurchased in the Last Five Years |
This summary highlights certain information for your review in connection with the Annual Meeting. This summary does not
contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
References to “Lowe’s,” the “Company,” “we,” “us,” “our” and similar terms refer to Lowe’s Companies, Inc.
| Fiscal 2025 Financial Highlights | |||
| $86.3 BillionIn Sales | $9.9 BillionCash Flows from Operations | $11.85Diluted EPS | $12.28Adjusted Diluted EPS* |
*Return on Invested Capital (“ROIC”) is calculated using a non-GAAP financial measure, and adjusted diluted earnings per common share
(“EPS”) is a non-GAAP financial measure. Refer to Appendix A in this Proxy Statement for the calculation of ROIC and a reconciliation of
non-GAAP measures.
Dividend Aristocrat
Annual Dividends per Share
2026 Proxy Statement
Proxy Statement Highlights
Our Total Home Strategy
In 2020, we unveiled our Total Home strategy to grow our market share by providing a one-stop solution for every project
across the home for both do-it-yourself (“DIY”) and professional (“Pro”) customers. In fiscal 2025, we continued to execute on
our Total Home strategy by remaining focused on enhancing our offering for the Pro customer, accelerating our online
business, expanding installation services, leveraging our loyalty ecosystem, improving localization efforts and elevating our
product assortment. Through the execution of our strategy over the last five years, we have grown our Pro and online sales
despite a prolonged downturn in the home improvement market. Our Total Home strategy is designed to help our customers
solve problems and fulfill dreams for the home. Looking ahead, we are confident that we are making the right investments in
the business to grow market share, generate long-term growth and continue to create sustainable shareholder value.
| Total Home Strategy | ||||
| Solving problems and fulfilling dreams for the home | ||||
| DrivePro penetration | Accelerateonline sales | Expandhome services | Create a loyaltyecosystem | Increase spaceproductivity |
In June 2025, we acquired Artisan Design Group (“ADG”), a leading
nationwide provider of design, distribution and installation services for
interior surface finishes, including flooring, cabinets and countertops,
with a home builder and property manager customer base. We also
acquired Foundation Building Materials (“FBM”) in October 2025. FBM
is a leading North American distributor of interior building products,
including drywall, metal framing, ceiling systems, commercial doors and
hardware, insulation and complementary products serving large
residential and commercial professionals in both new construction and
repair and remodel applications. Both of these acquisitions are expected
to expand our large Pro offering and reach.
Proxy Statement Highlights
Corporate Responsibility
Corporate responsibility is a cornerstone of our Company and a key focus of management and the Board of Directors (the
“Board”). We are committed to our people, communities and planet. The Sustainability Committee of the Board oversees
Lowe’s environmental and social strategies. Our Sustainability Steering Committee, which is composed of executives and
subject matter experts from across the Company, leads the Company’s efforts to integrate corporate responsibility into our
business. The full Board oversees workforce management and regularly engages with our Chairman, President and Chief
Executive Officer, our Executive Vice President, Human Resources and senior leadership on a broad range of related topics.
The full Board reviews talent management topics on a regular basis.
Our sustainability strategy focuses on goals and commitments across three pillars – Our People & Our Communities, Product
Sustainability and Operational Excellence.
| Our People & Our Communities | •Foster engaged and healthy associates and safe working environments•Provide an inclusive workplace where our associates can grow and thrive•Serve our communities through a focus on safe, affordable housing and critical home repairs; skilled trades workforce development; disaster relief and recovery; and improved community spaces |
| Product Sustainability | •Promote sustainable, responsible and ethical practices throughout our value chain•Provide customers with eco-friendly, high-quality and safe products•Help customers live more sustainably at home |
| Operational Excellence | •Strengthen our business resilience and improve operational efficiency to reduce our impact on the environment•Uphold responsible and ethical business practices throughout our organization |
Lowe’s participates in the CDP’s climate change, forests and water security questionnaires to benchmark and quantify our
environmental practices and provide transparency on our progress. Additionally, our annual Corporate Responsibility Report
references the Sustainable Accounting Standards Board, the Global Reporting Initiative, and the U.N. Sustainable
Development Goals, and we publish our Task Force on Climate-related Financial Disclosures (“TCFD”) Report to assess our
climate-related risks and opportunities and better understand the potential impacts on our value chain.
More information about Lowe’s corporate responsibility efforts is available in our annual Corporate Responsibility Report and
on our website atresponsibility.lowes.com. The contents of our website are not incorporated by reference herein and are not
deemed to be part of this Proxy Statement. Our corporate responsibility goals are aspirational and may change, and
statements regarding our goals are not guarantees or promises that they will be met.
2026 Proxy Statement
Proxy Statement Highlights
Board at a Glance
| Director Since | Committees | |||||
| Name and Primary Occupation | Audit | Compensation | Nominating andGovernance | Sustainability | Technology | |
|---|---|---|---|---|---|---|
| Raul Alvarez, 70 | Operating Partner of Advent International Corporation | 2010 | |||||
| Scott H. Baxter, 61 | President, Chief Executive Officer and Chair of the Board of Kontoor Brands, Inc. | 2022 | |||||
| Sandra B. Cochran, 67 | Former President and Chief Executive Officer of Cracker Barrel Old Country Store, Inc. | 2016 | |||||
| Laurie Z. Douglas, 62 | Senior Vice President, Chief Information Officer and Chief Digital Officer of Publix Super Markets, Inc. | 2015 | |||||
| Richard W. Dreiling, 72 | Former Chairman and Chief Executive Officer of Dollar Tree, Inc. | 2012 | |||||
| Marvin R. Ellison, 61Chairman, President and Chief Executive Officer of Lowe’s | 2018 | |||||
| Navdeep Gupta, 53 | Executive Vice President, Chief Financial Officer of DICK’S Sporting Goods, Inc. | 2024 | |||||
| Brian C. Rogers, 70 | Former Chairman and Chief Investment Officer of T. Rowe Price Group, Inc. | 2018 | |||||
| Bertram L. Scott, 75 | Former Senior Vice President of Population Health and Value Based Care at Novant Health | 2015 | |||||
| Lawrence Simkins, 64 | Former President and Chief Executive Officer of The Washington Companies | 2024 | |||||
| Colleen Taylor, 58 | Former President, U.S. Merchant Services at American Express Company | 2022 | |||||
| Mary Beth West, 63 | Former Senior Vice President, Chief Growth Officer of The Hershey Company | 2021 | |||||
| * | Lead Independent Director | Chair | Member |
|---|
Board Composition Highlights
| 5 | 33% | 50% |
| New Independent Director Nominees in the Last Six Years | Women | Racially/Ethnically Diverse |
|---|---|---|
| 7.6 Years | 65 Years | 11 of 12 |
| Independent Director Nominee Average Tenure | Independent Director Nominee Average Age | Independent |
Proxy Statement Highlights
Skills and Experience
| Retail Industry | CEO Experience | |
| 10/12 | 8/12 | |
| Marketing/Brand Management | Regulatory/Risk Management | |
| 8/12 | 6/12 | |
| Digital/E-Commerce | Cybersecurity/Data Protection | |
| 7/12 | 2/12 | |
| Supply Chain Management | Sustainability | |
| 6/12 | 5/12 | |
| Public Company CFO/Accounting Experience | Investment Management/Financial Analysis | |
| 3/12 | 9/12 |
Corporate Governance Best Practices
| Sound and Effective Board Practices | Diverse, Engaged Board with Demonstrated Commitment to Refreshment and Independence | Commitment to Shareholder Rights |
| •Active Board oversight of Lowe’s strategy, business initiatives, acquisitions and their integration, industry positioning, workforce management, culture and environmental and social topics •Active Board oversight of risk management, including cybersecurity, data protection, privacy and artificial intelligence•Active Board engagement in succession planning of executive officers•Annual Board, committee, individual director and CEO evaluations •Robust shareholder engagement program, including participation of Lead Independent Director | •11 out of 12 director nominees (92%) are independent •Eight out of 12 director nominees (67%) are diverse with six (50%) people of color and four (33%) women•Annual review of Board leadership structure •Lead Independent Director with robust and well-defined responsibilities •All Board committees are composed solely of independent directors •Executive sessions of independent directors led by the Lead Independent Director at each Board meeting•Policy on director retirement age of 75 years old•Proactive Board and committee refreshment with focus on optimal mix of skills and experience | •Shareholder ability to call special meetings •Market standard shareholder right of proxy access•Directors elected annually to serve one-year terms •Majority voting standard with director resignation policy in uncontested director elections•No shareholder rights plan•Robust year-round shareholder engagement process |
2026 Proxy Statement
Proxy Statement Highlights
Overview of Our Executive Compensation Program
Our Executive Compensation Program is Linked to Our Strategy
Our executive compensation program is designed to drive long-term shareholder value by aligning executive pay with our
strategy and shareholder interests and attracting and retaining talented executives. We have a long-standing commitment to
pay for performance and provide a significant portion of compensation opportunities through variable pay arrangements.
Our executive compensation program is designed to reward executives for growth in the Company’s sales and earnings, the
creation of long-term shareholder value and the effective execution of our business strategies and operating priorities. The
primary objectives of our executive compensation program are to:
Attract and retain executives who have the requisite leadership skills to support the Company’s culture and strategic
growth priorities;
Maximize long-term shareholder value through alignment of executive and shareholder interests;
Align executive compensation with the Company’s business strategies; and
Provide target total compensation that is competitive to market, with opportunity to earn above target pay when results
exceed performance targets, and below target pay when results fall short of performance targets.
Key Elements of Our 2025 Executive Compensation Program
Our compensation mix is heavily performance-based with 73% of the CEO’s and 58% of the other named executive
officers’ (“NEOs”) average annualized target compensation at-risk and contingent upon the achievement of performance
objectives or relative and absolute share price performance. Additionally, 79% of the CEO’s and 75% of the other NEOs’
average compensation is in the form of long-term incentives.
2025 Compensation Program Components
73%
79%
58%
75%
7%
Base
Salary
13%
Target
Annual
14%
Target
Annual
12%
Base
Salary
20%
Restricted
Stock
Awards
CEO
Other NEO
30%
Restricted
Stock
Awards
30%
Performance
Share Units
39%
Performance
Share Units
20%
Stock
Options
15%
Stock
Options
Proxy Statement Highlights
Compensation Best Practices
| Pay for Performance | Compensation Policies | What We Don’t Do |
|---|---|---|
| Target the majority of NEO compensation to be performance-based, at-risk and long-term oriented Operating income and sales metrics are equally weighted in annual incentive plan to promote profitable growth Pro sales growth and inventory turnover metrics in annual incentive plan represent key operational priorities for the business Relative total shareholder return modifier included in performance share unit payouts to reinforce the importance of aligning pay with shareholder outcomes ROIC metric is aligned with creating long-term value for shareholders | Robust stock ownership guidelines for senior officers and non-employee directors Robust clawback policies applicable to cash and equity incentive-based compensation of senior executives if there is a financial restatement or if senior executives engage in misconduct Prohibition on hedging and pledging of Company common stock by our executives and directors Annual assessment of peer group composition, compensation-related risks and design of incentive plans | Provide single-trigger severance payments or vesting or tax gross-ups following change-in-control Provide an evergreen provision in our long-term incentive plan Provide employment agreements to executives Reprice or exchange underwater stock options without shareholder approval Provide excessive perquisites |
| 2026 PROPOSALS | Board Recommends | See Page |
|---|---|---|
| 1 | Election of Directors | 12 |
| 2 | Advisory Vote to Approve the Company’s Named Executive Officer Compensation in Fiscal 2025 | 40 |
| 3 | Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026 | 76 |
| 4 | Shareholder Proposal Requesting an Independent Board Chairman | 79 |
| 5 | Shareholder Proposal Requesting Plastics Report | 83 |
| 6 | Shareholder Proposal Requesting Data Privacy Report | 86 |
The Board of Directors of Lowe’s Companies, Inc. is providing these materials to you in connection with the 2026 Annual
Meeting of Shareholders. The Annual Meeting will be held online via audio webcast at 10:00 a.m., Eastern Time, on Friday,
May 29, 2026 atwww.virtualshareholdermeeting.com/LOW2026. This Proxy Statement and related materials were first made
available starting April 16, 2026.
2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.