HOME DEPOT, INC.
For the period ended May 21, 2026. Filed Apr 7, 2026.
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May 21, 2026 · Filed Apr 7, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ý | 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)) |
| ý | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §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)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ý | 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 |
THEHOMED EPOT
NOTICE OF 2026 ANNUALM EETING OFSHAREHOLDERS
AND
PROXYS TATEMENT
Thursday, May 21, 2026
Virtual meeting at 9:00 a.m., Eastern Time
www.virtualshareholdermeeting.com/HD2026
INVESTOR FACTSHEET
Strategy
We aim to deliver shareholder value and grow our market share by driving our core and culture, providing a best-in-class interconnected experience for our customers, and growing our sales to Pros through our unique ecosystem of capabilities. We are continuously investing to enhance our online, in-store, and fulfillment experience, which includes investing in our associates and developing differentiated capabilities for our customers, as well as making other strategic investments in the business. In addition, we strive to provide unique and comprehensive product offerings, continued product innovation, and exceptional convenience and value, ensuring that we remain the product authority in home improvement.
Capital Allocation Principles
We seek to deliver on our objective to create shareholder value through our disciplined approach to capital allocation. Our capital allocation principles are as follows:
First, we intend to reinvest in our business to drive growth faster than the market.
Second, after reinvesting in the business, we look to pay a quarterly dividend.
Third, after reinvesting in our business and paying our dividend, we intend to return excess cash to our shareholders through share repurchases.
In Fiscal 2025, we invested $3.7 billion in capital expenditures across initiatives supporting our strategy of driving our core, including building new stores and maintaining existing stores, delivering a frictionless, interconnected experience, and winning with Pros. In Fiscal 2025, we returned $9.2 billion to shareholders in the form of cash dividends following a 2.2% increase in our quarterly cash dividend from $2.25 per share to $2.30 per share. SRS also acquired GMS to accelerate the vision of becoming a leading, multi-category building materials distributor. Our net earnings in Fiscal 2025 were $14.2 billion.
Fiscal 2025 Key Financial Performance Metrics(1)
| Sales | Operating Income | ROIC(2) |
|---|---|---|
| $164.7 billion | $20.9 billion | 25.7% |
| Compared to $159.5 billion inFiscal 2024 | Compared to $21.5 billion in Fiscal 2024 | Compared to 31.3% inFiscal 2024 |
(1)Fiscal 2025 included 52 weeks, compared to 53 weeks in Fiscal 2024.
(2)ROIC is a non-GAAP profitability measure. For a reconciliation of net operating profit after tax to net earnings, the most comparable GAAP financial measure, and our calculation of ROIC, refer to Appendix A.
DEAR FELLOW SHAREHOLDERS:
Since the Home Depot’s founding nearly 50 years ago, we have built distinct competitive advantages: our brand, excellent customer service, product authority in home improvement, unmatched scale, premier real estate portfolio, digital and interconnected experience, supply chain network, deep relationships with our Pros, including through acquisitions that have expanded our service offerings, and of course, our associates and culture. Today, those competitive advantages offer the means to execute on our strategy to continue to drive our core and culture, to deliver a frictionless interconnected experience, and to win with Pros. Our Board remains focused on leading with our values and overseeing the execution of our strategy to grow our business in the face of macroeconomic challenges and continuing consumer uncertainty.
Taking Care of Our People. Our associates drive the experience our customers expect, and taking care of our people is foundational to our strategy. Over the years, we have invested in wages and benefits to ensure that we attract and retain the best talent in retail. In Fiscal 2025, we made a significant investment in our people by increasing equity awards to our field leadership, including store managers and assistant store managers. In addition to offering competitive pay and benefits, we provide our associates with training, tools, and optimized processes to empower them to drive sales and with meaningful career advancement opportunities. In fact, more than 90% of our U.S. store leaders began as hourly associates. Our Board receives regular updates on the Company’s ongoing efforts to create an environment that attracts and retains the best associates. Our associates’ engagement enables us to provide the best customer experience in home improvement, and we are inspired by their example every day.
Excellent Customer Service and Entrepreneurial Spirit. Investing in our business to drive growth has been a key component of our strategy and capital allocation principles for years. In addition to making investments to improve our customers’ experience both in stores and online, we have continued to invest in opening new stores in areas that have experienced significant population growth or where market voids exist. In Fiscal 2025, we also continued to invest in strategic acquisitions and process and technology enhancements designed to accelerate our growth with Pros.
Creating Shareholder Value. Underpinning all of our actions is a long-term commitment to our shareholders, which is embodied in our business investment and capital allocation principles. In Fiscal 2025, we returned $9.2 billion to our shareholders through dividends, which we have paid for 156 consecutive quarters. Our five-year total shareholder return, or TSR, was 56.3%. We continue to focus on disciplined capital allocation, positioning us to grow the business as we create additional long-term value for our shareholders.
Please join us for our virtual 2026 Annual Meeting of Shareholders on Thursday, May 21, 2026. The enclosed Notice of 2026 Annual Meeting of Shareholders and Proxy Statement provides information about the Meeting, including the matters on which you will be asked to vote. Thank you for your support of The Home Depot.
Sincerely,
| Edward P. Decker | Gregory D. Brenneman |
|---|---|
| Chair, President and Chief Executive Officer | Independent Lead Director |
THE HOME DEPOT, INC.
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| DATE: | Thursday, May 21, 2026 | |
|---|---|---|
| TIME: | 9:00 a.m., Eastern Time | |
| PLACE: | This year’s Meeting will be held virtually via a live webcast at www.virtualshareholdermeeting.com/HD2026. | |
| ITEMS OF BUSINESS: | (1) | To elect the 12 persons named in the accompanying Proxy Statement as directors of the Company for terms expiring at the 2027 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 January 31, 2027; | |
| (3) | To cast an advisory vote to approve executive compensation as set forth in this Proxy Statement (“Say-on-Pay”); | |
| (4) | To approve the adoption of an amendment to the Company’s Certificate of Incorporation to add officer exculpation; | |
| (5) | To approve the implementation of miscellaneous amendments to the Company’s Certificate of Incorporation; | |
| (6) | To act on seven shareholder proposals described in the Proxy Statement, if properly presented at the Meeting; and | |
| (7) | To transact any other business properly brought before the Meeting. | |
| WHO MAY VOTE: | Shareholders of record as of the close of business on March 23, 2026 are entitled to vote. | |
| ANNUAL MEETING MATERIALS: | A copy of this Proxy Statement and our 2025 Annual Report are available on our Investor Relations website at https://ir.homedepot.com under “Financial Reports.” | |
| DATE OF MAILING: | A Notice of Internet Availability of Proxy Materials or this Proxy Statement is first being sent to shareholders on or about April 7, 2026. | |
This Proxy Statement contains important information, including a description of the business that will be acted upon at the Meeting.
Attending the Virtual Meeting: Shareholders may attend the Meeting online, vote their shares electronically, and submit questions during the Meeting by visiting www.virtualshareholdermeeting.com/HD2026 and entering the 16-digit control number included in their proxy card, the Notice of Internet Availability, or the voting information form provided by their bank or broker. Online access to the Meeting will begin at approximately 8:45 a.m., Eastern Time. If you encounter difficulties accessing the virtual Meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/HD2026. Prior to the Meeting, shareholders can submit their proxies to have their shares voted at www.proxyvote.com using their 16-digit control number or by the other methods described in this Proxy Statement. Shareholders may also submit questions in advance of the Meeting via www.proxyvote.com.
For more information about our virtual Meeting, please see “About the 2026 Annual Meeting of Shareholders” beginning onpage 97 of this Proxy Statement.
By Order of the Board of Directors,
Teresa Wynn Roseborough Corporate Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.