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BEST BUY CO INC

For the period ended Jun 12, 2024. Filed Apr 30, 2024.

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About this filing

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.

Jun 12, 2024 · Filed Apr 30, 2024

BBY$99.63+0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

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
​​​BEST BUY CO., INC. 7601 Penn Avenue South Richfield, Minnesota 55423​​​

NOTICE OF 2024 REGULAR MEETING OF SHAREHOLDERS

​ · Time: · ​ · ​ · 9:00 a.m., Central Time, on Wednesday, June 12, 2024 · ​
​ · Place: · ​ · ​ · Online at www.virtualshareholdermeeting.com/BBY2024 · ​
​ · Internet: · ​ · ​ · Submit pre-meeting questions online by visiting www.proxyvote.com and attend the Regular Meeting of Shareholders online at www.virtualshareholdermeeting.com/BBY2024 · ​
​Items of Business:​​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 February 1, 2025.​
​​​3.​​To conduct a non-binding advisory vote to approve our named executive officer compensation.​
​​​4.​​To vote on a shareholder proposal, if properly presented at the meeting.​
​​​5.​​To transact such other business as may properly come before the meeting.​
​Record Date:​​You may vote if you were a shareholder of Best Buy Co., Inc. as of the close of business on Monday, April 15, 2024.​
​Proxy Voting:​​Your vote is important. You may vote via proxy as a shareholder of record:​
​​​1.​​By visiting www.proxyvote.com on the internet;​
​​​2.​​By calling (within the U.S. or Canada) toll-free at 1-800-690-6903; or​
​​​3.​​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​
​​​​
​Richfield, Minnesota​​Todd G. Hartman​
​​April 30, 2024​​Secretary​
​IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THEREGULAR MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2024:​
​This Notice of 2024 Regular Meeting of Shareholders and Proxy Statement and our Annual Report onForm 10-K for the fiscal year ended February 3, 2024, are available at www.proxyvote.com.​

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 April 30, 2024, 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 2024 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: www.virtualshareholdermeeting.com/BBY2024 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 www.investors.bestbuy.com.

Dear Shareholders,

It is our honor to share with you the progress Best Buy has made during fiscal year 2024.

First, we wanted to provide you with some updates regarding the composition of our Board of Directors. On June 12, 2024, Patrick will retire from the Board after serving as chair since 2020 and as a Board member since 2014. On that day, David, who has served as a director since 2013, will assume the role of chair. Additionally, Eugene Woods will be retiring from the Board, and we thank him for his guidance and service during his time with the Board. We were proud that David Kimbell, Chief Executive Officer of Ulta Beauty, joined the Board last summer. We have both confidence and appreciation for the leadership of this Board as fiscal year 2025 unfolds.

As expected, fiscal year 2024 provided a challenging landscape for our business as broad macroeconomic challenges persisted for our customers. Despite those headwinds, Best Buy’s leadership team and employees remained focused on the Company’s strategy. They delivered strong profitability through disciplined operational execution and commitment to creating amazing customer experiences.

Like we anticipated, strategic investments made in the business last fiscal year showed positive results and operating income improvements. Specifically, the two paid tiers of the My Best Buy membership program ended fiscal year 2024 with 7 million members, which represents a 20% increase over the previous year. Additionally, Best Buy Health expanded strategic partnerships with some of the nation’s largest health systems.

In fiscal year 2024, Best Buy returned $1.1 billion to shareholders through dividends and share repurchases. Remaining steadfast in our commitment to being a premium dividend payer, the Company increased its fiscal year 2025 quarterly dividend by 2% to $0.94 per share. We have raised our quarterly dividend for 11 consecutive years.

We are also proud to be recognized for our work in support of our employees and the environment, and we strongly believe our investment in these areas creates long-term shareholder value. Best Buy was once again named the No. 1 retailer on the JUST Capital list, which evaluates and ranks the largest publicly traded companies in the U.S. based, in part, on how a company invests in its employees. For the seventh consecutive year, Best Buy was recognized on CDP’s prestigious Climate A List, which looks at best practices associated with environmental leadership. Finally, the Company remained on the annual Dow Jones Sustainability North America Index for the 12 th year.

Looking ahead, we believe increasing stabilization in the consumer electronics industry will create an exciting environment for Best Buy to continue to deliver on its purpose of enriching lives through technology by using our unique strengths to grow the business.

Our CEO, Corie Barry, and her leadership team have clearly and repeatedly shown their skill of managing near-term challenges while positioning the Company for long-term growth. We are incredibly confident in the strategy and in the more than 85,000 employees who are working hard to bring it to life to build shareholder value.

In conclusion, we would like to thank every employee of Best Buy for their enduring commitment to our customers, partners and communities. It is our privilege to work with them to help the Company pursue its purpose and generate continued value for its stakeholders.

Thank you for your continued support of this great Company,

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​Patrick Doyle, Chair of the Board​​David Kenny, Chair of the Board - Elect​
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