BEST BUY CO INC
For the period ended Jun 12, 2026. Filed Apr 30, 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.
Jun 12, 2026 · Filed Apr 30, 2026
Contents
Proxy Summary
At our 2026 Regular Meeting of Shareholders, we are asking shareholders to vote on five 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 thirteen director nominees standing for election this year. More information about our nominees’ qualifications and experience can be found starting on page 26. | FOR EACH NOMINEE NAMED HEREIN |
| 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 2027, as described on page 48. | 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 50, describes our executive compensation programs and decisions for fiscal 2026. | FOR |
| Shareholder Proposals | ||
| 4 | Shareholder Proposal — Report on Risks of Non-Fiduciary Executive Compensation Metrics We are seeking your vote against the shareholder proposal requesting that our Board commission and publish a report evaluating the risks to shareholder value, corporate reputation, and legal compliance of incorporating environmental, social, and governance (ESG) and diversity, equity, and inclusion (DEI) metrics into executive compensation plans. The proposal and our opposition statement can be found starting on page 85. | AGAINST |
| 5 | Shareholder Proposal — Sustainability ROI Report We are seeking your vote against the shareholder proposal requesting that our Board publish a report assessing the extent to which sustainability investments were authorized on the basis of net present value (NPV) and are being maintained on the basis of return on investment (ROI). The proposal and our opposition statement can be found starting on page 88. | AGAINST |
| 2026 Proxy Statement | 1 |
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/BBY2026 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.
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.
| 2 | 2026 Proxy Statement |
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 | |
| MSCI Inc.Rated AAA (highest possible) byMSCI ESG Research | ISS GovernanceAwarded Prime status onISS-ESG Corporate Rating |
| CDPClimate A ListNamed for the 9th consecutive year | FTSE4Good Index Included in FTSE4Good Index |
| Ethisphere Named to World’s Most Ethical Companies List® for the 12th time | Dow JonesBest in Class North America IndexIncluded 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 22 |
| 2026 Proxy Statement | 3 |
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 | 51 | 2019 | 1 |
| Lisa M. CaputoIndependent | 62 | 2009 | 0 |
| Meghan C. Frank Independent | 49 | 2025 | 0 |
| A. Dylan JadejaIndependent | 51 | 2025 | 0 |
| David W. KennyIndependent | 64 | 2013 | 0 |
| David C. KimbellIndependent | 59 | 2023 | 0 |
| Mario J. MarteIndependent | 50 | 2021 | 1 |
| Karen A. McLoughlinIndependent | 61 | 2015 | 1 |
| Claudia F. MunceIndependent | 66 | 2016 | 1 |
| Richelle P. ParhamIndependent | 58 | 2018 | 1 |
| Steven E. RendleIndependent | 66 | 2021 | 0 |
| Sima D. SistaniIndependent | 46 | 2023 | 0 |
| Melinda D. WhittingtonIndependent | 58 | 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 | ||
| 4 | 2026 Proxy Statement |
Composition of Board Nominees (as of April 30, 2026)
| 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 26 |
| 2026 Proxy Statement | 5 |
Item No. 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm
The Board recommends a vote FOR ratification of Deloitte & Touche LLP (“D&T”) as our independent registered public accounting firm for the fiscal year ending January 30, 2027.
D&T served as our independent registered public accounting firm for fiscal 2026. Our Audit Committee has selected D&T to audit our financial statements for fiscal 2027 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 2026 and fiscal 2025.
| Service Type | Fiscal 2026 | Fiscal 2025 |
|---|---|---|
| Audit Fees | $4,297,000 | $3,987,000 |
| Audit-Related Fees | 223,000 | 1,222,000 |
| Tax Fees | 41,000 | 152,000 |
| Other Fees | 0 | 0 |
| Total Fees | $4,561,000 | $5,361,000 |
| 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 48 |
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 92.7%. 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. |
| 6 | 2026 Proxy Statement |
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 Executive and Director Compensation — Compensation Discussion and Analysis sections of this proxy statement. | Page 50 |
| 2026 Proxy Statement | 7 |
Shareholder Proposals
Item No. 4 — Shareholder Proposal – Report on Risks of Non-Fiduciary Executive Compensation Metrics
The Board recommends a vote AGAINST the shareholder proposal requesting that our Board commission and publish a report evaluating the risks to shareholder value, corporate reputation, and legal compliance of incorporating environmental, social, and governance (ESG) and diversity, equity, and inclusion (DEI) metrics into executive compensation plans.
| Additional information can be found in Item of Business No. 4 — Shareholder Proposal – Report on Risks of Non-Fiduciary Executive Compensation Metrics section of this proxy statement. | Page 85 |
Item No. 5 — Shareholder Proposal – Sustainability ROI Report
The Board recommends a vote AGAINSTthe shareholder proposal requesting that our Board publish a report assessing the extent to which sustainability investments were authorized on the basis of net present value (NPV) and are being maintained on the basis of return on investment (ROI).
| Additional information can be found in Item of Business No. 5 — Shareholder Proposal – Sustainability ROI Report section of this proxy statement. | Page 88 |
| 8 | 2026 Proxy Statement |
BEST BUY CO., INC.7601 Penn Avenue SouthRichfield, Minnesota 55423
Proxy Statement
Regular Meeting of Shareholders — June 12, 2026
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 2026 Regular Meeting of Shareholders (the “Meeting”) to be held virtually on Friday, June 12, 2026, at 9:00 a.m., Central Time, atwww.virtualshareholdermeeting.com/BBY2026 or at any postponement or adjournment of the Meeting. On or about April 30, 2026, 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.