BEST BUY CO INC
For the period ended Jun 13, 2025. Filed May 1, 2025.
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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.
Jun 13, 2025 · Filed May 1, 2025
Contents
Proxy Summary
At our 2025 Regular Meeting of Shareholders, we are asking shareholders to vote on eight key items. This section highlights information contained in other parts of this proxy statement. We encourage you to review the entire proxy statement for more detail on these items, as well as our Annual Report and our CEO’s Letter to Shareholders posted on our website atwww.investors.bestbuy.com.
Items of Business for Vote at our Regular Meeting of Shareholders
This year, we are requesting your support for the following Items of Business:
| ItemNumber | Item Description | Board Recommendation |
|---|---|---|
| Management Proposals | ||
| 1 | Election of Directors We have eleven director nominees standing for election this year. More information about our nominees’ qualifications and experience can be found starting on page 29. | FOR EACH NOMINEE |
| 2 | Ratification of Appointment of our Independent Registered Public Accounting Firm We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2026, as described on page 49. | FOR |
| 3 | Advisory Vote to Approve Named Executive Officer Compensation We are seeking, in an advisory capacity, approval by our shareholders of our named executive officer compensation, the “Say on Pay” vote. Our Compensation Discussion & Analysis (“CD&A”), which begins on page 51, describes our executive compensation programs and decisions for fiscal 2025. | FOR |
| 4 | Approval of Amendment No. 1 to our 2020 Omnibus Incentive Plan We are requesting that shareholders approve Amendment No. 1 (the “Amendment No. 1”) to our 2020 Omnibus Incentive Plan (the “Plan”), our primary vehicle to award long-term incentive-based compensation. The amendment focuses on a request for additional shares under the Plan. In-depth detail about the Amendment No. 1 can be found beginning on page 84. | FOR |
| 2025 Proxy Statement | 1 |
| ItemNumber | Item Description | Board Recommendation |
|---|---|---|
| Shareholder Proposals | ||
| 5 | Shareholder Proposal – Support for Shareholder Right to Act by Written Consent, if properly presented We are seeking your vote against the shareholder proposal requesting that our Board take steps necessary to permit written consent by shareholders. The proposal and our opposition statement can be found starting on page 93. | AGAINST |
| 6 | Shareholder Proposal – Request to Cease CEI Participation, if properly presented We are seeking your vote against the shareholder proposal requesting that our Board consider ending the Company’s participation in the Human Rights Campaign’s Corporate Equality Index. The proposal and our opposition statement can be found starting on page 98. | AGAINST |
| 7 | Shareholder Proposal – Report on the Company’s LGBTQIA+ Inclusion Efforts in its Human Capital Management Strategy, if properly presented We are seeking your vote against the shareholder proposal requesting that our Board publish a public report on our LGBTQIA+ inclusion efforts in our human capital management strategy. The proposal and our opposition statement can be found starting on page 101. | AGAINST |
| 8 | Shareholder Proposal – Publish Climate Transition Plan to Achieve Stated Goals, if properly presented We are seeking your vote against the shareholder proposal requesting that our Board issue a climate transition action plan above and beyond our existing disclosure. The proposal and our opposition statement can be found starting on page 104. | AGAINST |
Attending the Meeting
How will the Meeting be conducted?
The Meeting will be conducted online, in a fashion similar to an in-person meeting. Our Board members and executive officers will attend the Meeting and be available for questions. You may attend the Meeting online, vote your shares electronically and submit your questions during the Meeting by visiting our virtual shareholder forum atwww.virtualshareholdermeeting.com/BBY2025 and following the instructions on your proxy card.
How can I ask questions during the Meeting?
Questions may be submitted prior to the Meeting, or you may submit questions during the Meeting through our virtual shareholder forum. We are committed to acknowledging questions we receive in the time allotted. We will allot approximately fifteen minutes for questions during the Meeting and submitted questions must follow our Rules of Conduct in order to be addressed during the Meeting. If we are unable to answer your question during the Meeting due to time constraints, you are encouraged to contact the Best Buy Investor Relations department atinvestorrelations@bestbuy.com. Our Rules of Conduct are posted on the forum.
What can I do if I need technical assistance during the Meeting?
If you encounter any difficulties accessing the virtual Meeting during the check-in or Meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.
| 2 | 2025 Proxy Statement |
If I can’t attend the Meeting, can I vote or listen to it later?
You do not need to attend the online Meeting to vote if you submitted your vote via proxy in advance of the Meeting. A replay of the Meeting, including the questions answered during the Meeting, will be available onwww.investors.bestbuy.com.
Additional information about how to vote your shares and attend our Meeting can be found in the General Information section of this proxy statement.
Corporate Governance
Our longstanding approach to corporate governance is to develop and implement principles that: (1) enable the success of our strategy and business objectives; (2) are rooted in a robust ongoing dialogue with our shareholders; and (3) are inspired by best practices. Consistent with this approach, we continue to build upon a strong framework of corporate governance policies and practices, including the following:
| Board Structure | |
| Independent Chair | All Independent Committees |
| Annual Director Elections | No Director Related Party Transactions |
| Robust Annual Board Evaluation Process | Director Overboarding Policy |
| Majority Vote for Directors | Director Retirement Policy |
| Shareholder Rights | Compensation |
| No Cumulative Voting Rights | Pay for Performance Compensation Programs |
| No Poison Pill | Anti-Hedging and Anti-Pledging Policies |
| Proxy Access By-Laws | Clawback Policies for both Cash and all Equity Awards that Meet and Go Beyond the Requirements of the Dodd-Frank Act |
| No Supermajority Voting Provisions in our Articles of Incorporation (“Articles”) | Stock Ownership Guidelines applicable to Executive Officers and the Board of Directors |
| No Exclusive Forum/Venue or Fee-Shifting Provisions |
Additional information on our Corporate Governance policies and practices can be found in the Corporate Governance at Best Buy section of this proxy statement.
| 2025 Proxy Statement | 3 |
Corporate Responsibility & Sustainability
Our Board, with oversight by the Nominating, Corporate Governance and Public Policy Committee (the “Nominating Committee”), is integrally involved in the Company’s corporate responsibility and sustainability (“CR&S”) initiatives. We are an organization built upon values-driven leadership and we are focused on our purpose to enrich lives through technology. We are dedicated to addressing issues that impact our people, communities and the planet. We are honored to be recognized for the progress we have made in building a better world with all of our stakeholders. Please see our annual CR&S Report, available athttps://corporate.bestbuy.com/sustainability under “About Us” for more details.
| Selected Recognition | ||
| ENERGY STAR®2024 was our 11th consecutive year being recognized as a Partner of the Year by the U.S. Environmental Protection Agency’s ENERGY STAR program | Disability: INRecognized as a Best Place toWork for Disability Inclusion | MSCI Inc.Rated AAA (highest possible) byMSCI ESG Research |
| CDPClimate A ListNamed for the 8th consecutive year | FTSE4Good Index Included in FTSE4Good Index | ISS GovernanceAwarded Prime status onISS-ESG Corporate Rating |
| American Opportunity IndexBest Places for High School Graduates to Start a Career Named #8 | Ethisphere 11-Time World’s Most Ethical Companies Honoree® | Dow JonesBest in Class North America IndexIncluded in for the 13th year |
| Additional information regarding our purpose and programs relating to our CR&S efforts can be found in the Corporate Governance at Best Buy — Corporate Responsibility & Sustainability section of this proxy statement. | Page 25 |
| 4 | 2025 Proxy Statement |
Item No. 1 — Election of Directors
The following individuals are standing for election to our Board. The Board recommends a vote FOR each of the nominees. All nominees are current members of the Board.
The Board seeks a wide range of experience and expertise from a variety of industries and professional disciplines in its directors and carefully assesses and plans for the director skill sets, qualifications and diverse perspectives required to support the Company’s long-term strategic goals. Our slate of director nominees reflects the positive results of these efforts.
| Name · Age · DirectorSince · Committee Membership · OtherPublicBoards | |||
|---|---|---|---|
| AC | CC | FIPC | NCGPP |
| Corie S. BarryCEO | 50 | 2019 | 1 |
| Lisa M. CaputoIndependent | 61 | 2009 | 0 |
| David W. KennyIndependent | 63 | 2013 | 0 |
| David C. KimbellIndependent | 58 | 2023 | 0 |
| Mario J. MarteIndependent | 49 | 2021 | 1 |
| Karen A. McLoughlinIndependent | 60 | 2015 | 1 |
| Claudia F. MunceIndependent | 65 | 2016 | 1 |
| Richelle P. ParhamIndependent | 57 | 2018 | 1 |
| Steven E. RendleIndependent | 65 | 2021 | 0 |
| Sima D. SistaniIndependent | 45 | 2023 | 0 |
| Melinda D. WhittingtonIndependent | 57 | 2023 | 1 |
| Key to CommitteesAC: Audit CommitteeCC: Compensation & Human Resources CommitteeFIPC: Finance & Investment Policy CommitteeNCGPP: Nominating, Corporate Governance & Public Policy Committee | Committee Member | ||
|---|---|---|---|
| Committee Chair | |||
| F | Audit Committee Financial Expert | ||
| 2025 Proxy Statement | 5 |
Composition of Board Nominees (as of May 1, 2025)
| Additional information about each of our nominees and director qualification and nomination process can be found in Item of Business No. 1 — Election of Directors section of this proxy statement. | Page 29 |
| 6 | 2025 Proxy Statement |
Item No. 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm
The Board recommends a vote FOR ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026.
Deloitte & Touche LLP (“D&T”) served as our independent registered public accounting firm for fiscal 2025. Our Audit Committee has selected D&T to audit our financial statements for fiscal 2026 and is submitting its selection of our independent registered public accounting firm for ratification by the shareholders in order to ascertain the view of our shareholders on this selection. The following table summarizes the aggregate fees incurred for services rendered by D&T during fiscal 2025 and fiscal 2024.
| Service Type | Fiscal 2025 | Fiscal 2024 |
|---|---|---|
| Audit Fees | $3,773,000 | $3,665,000 |
| Audit-Related Fees | 1,436,000 | 364,000 |
| Tax Fees | 152,000 | 0 |
| Other Fees | 0 | 11,000 |
| Total Fees | $5,361,000 | $4,040,000 |
| Additional information can be found in Item of Business No. 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm section of this proxy statement. | Page 49 |
Item No. 3 — Advisory Vote to Approve Named Executive Officer Compensation
The Board recommends a vote FOR approval of our named executive officer (“NEO”) compensation.
Our shareholders have consistently strongly supported our executive compensation program. For the last five years, our average Say-on-Pay vote has been 93.1%. We believe this support reflects our strong pay-for-performance philosophy, our commitment to sound compensation policies and our active engagement and open dialogue with our shareholders. The Compensation and Human Resources Committee regularly takes feedback received from shareholders into consideration when making decisions regarding our executive compensation program.
Our executive compensation program contains the following elements:
| Compensation Component | Key Characteristics | Purpose |
| Base Salary | Cash | Provide competitive, fixed compensation to attract and retain executive talent. |
| Short-TermIncentive“STI” | Cash award paid based on achievement of various performance metrics | Create a strong financial incentive for achieving or exceeding Company performance goals. |
| Long-TermIncentive“LTI” | Time-based restricted shares and performance share awards | Create a strong financial incentive for increasing shareholder value, encourage ownership stake, and promote retention. |
| 2025 Proxy Statement | 7 |
Pay is tied to performance. The majority of target executive compensation is not guaranteed and is based on performance metrics designed to drive shareholder value, as summarized below for the CEO and other NEOs (excluding the CEO).
| Additional information can be found in Item of Business No. 3 — Advisory Vote to Approve Named Executive Officer Compensation and the Compensation Discussion and Analysis sections of this proxy statement. | Page 51 |
Item No. 4 — Approval of Amendment No. 1 to our 2020 Omnibus Incentive Plan
The Board recommends a vote FORapproval of Amendment No. 1 to our 2020 Omnibus Incentive Plan (the “Amendment No. 1”).
On April 18, 2025, the Board adopted Amendment No. 1 to the 2020 Plan, subject to the approval of our shareholders. The amendment would increase the maximum number of shares of our common stock that are authorized for issuance under the 2020 Plan from 21.70 million to 33.73 million, an increase of 12.03 million shares.
| Additional information can be found in Item of Business No. 4 — Approval of Amendment No. 1 to our 2020 Omnibus Incentive Plan section of this proxy statement. | Page 84 |
| 8 | 2025 Proxy Statement |
Shareholder Proposals
Item No. 5 — Shareholder Proposal – Support for Shareholder Right to Act by Written Consent
The Board recommends a vote AGAINST the shareholder proposal requesting that our Board take the steps necessary to permit written consent by shareholders.
| Additional information can be found in Item of Business No. 5 — Shareholder Proposal – Support for Shareholder Right to Act by Written Consent section of this proxy statement. | Page 93 |
Item No. 6 — Shareholder Proposal – Request to Cease CEI Participation
The Board recommends a vote AGAINSTthe shareholder proposal requesting that our Board consider ending the Company’s participation the Human Rights Campaign’s Corporate Equality Index.
| Additional information can be found in Item of Business No. 6 — Shareholder Proposal – Request to Cease CEI Participation section of this proxy statement. | Page 98 |
Item No. 7 — Shareholder Proposal – Report on the Company’s LGBTQIA+ Efforts in its Human Capital Management Strategy
The Board recommends a vote AGAINST the shareholder proposal requesting that our Board publish a report on the Company’s LGBTQIA+ efforts in its human capital management strategy.
| Additional information can be found in Item of Business No. 7 — Shareholder Proposal – Publish a Report on the Company’s LGBTQIA+ Efforts in its Human Capital Management Strategy section of this proxy statement. | Page 101 |
| 2025 Proxy Statement | 9 |
Item No. 8 — Shareholder Proposal – Publish a Climate Transition Plan to Achieve Stated Goals
The Board recommends a vote AGAINSTthe shareholder proposal requesting that our Board issue a climate transition action plan above and beyond our existing disclosures.
| Additional information can be found in Item of Business No. 8 — Shareholder Proposal – Publish Climate Transition Plan to Achieve Stated Goals section of this proxy statement. | Page 104 |
| 10 | 2025 Proxy Statement |
BEST BUY CO., INC. 7601 Penn Avenue South Richfield, Minnesota 55423
Proxy Statement
Regular Meeting of Shareholders — June 13, 2025
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of Best Buy Co., Inc. (“Best Buy,” “we,” “us,” “our” or the “Company”) to be voted at our 2025 Regular Meeting of Shareholders (the “Meeting”) to be held virtually on Friday, June 13, 2025, at 9:00 a.m., Central Time, atwww.virtualshareholdermeeting.com/BBY2025 or at any postponement or adjournment of the Meeting. On or about May 1, 2025, we mailed or made available our proxy materials, including the proxy statement, our Annual Report and form of proxy or the Notice of Internet Availability.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.