LOWES COMPANIES INC
For the period ended May 31, 2024. Filed Apr 18, 2024.
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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 31, 2024 · Filed Apr 18, 2024
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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
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 |
LOWE’S COMPANIES, 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 |
Dear Fellow Shareholders:
As we reflect upon 2023, we are pleased with our operating performance despite a challenging macroeconomic environment, and we continued to make the right long-term investments to drive sustainable shareholder value. Our frontline associates are the heartbeat of our company, and their dedication and hard work were key to our continued success. We would like to highlight several of the ways the Board and management have been working on your behalf this past year.
Oversight and Execution of Our Total Home Strategy: We continue to execute on our Total Home strategy by providing a total home solution for every project in the home for both our DIY and Pro customers, and our Board remains actively engaged in its oversight. In 2023, we enhanced our digital and fulfillment capabilities, which enabled us to deliver growth in online sales. We also improved our brand and product assortments and drove Pro loyalty and repeat visits.
Remaining Committed to Our Value Creation Roadmap: We prioritize core operational excellence, significant cash flow generation and optimized capital deployment to drive long-term shareholder value. In 2023, our disciplined expense management and focus on productivity enabled us to deliver an operating margin of 13.4% and adjusted operating margin* of 13.3%. Consistent with ourbest-in-class capital allocation strategy, we reinvested $2 billion into the business and returned $8.9 billion to our shareholders through a combination of share repurchases and dividends.
Investing in Our People: We are striving to become the employer of choice in retail. Since 2018, we have invested over $3.5 billion in incremental wage and share-based compensation for our frontline associates. In 2023, we awarded these associates with more than $350 million in discretionary and profit-sharing bonuses. We are also one of few retailers to award stock grants to our store managers and assistant store managers – one of the many ways we incentivize associates to build their careers within Lowe’s.
Progressing on Our Sustainability Efforts: Our Board and its Sustainability Committee continue to play an active role in overseeing our sustainability efforts and greenhouse gas emission reduction strategies, including our goal to reachnet-zero emissions across our scope 1, 2 and 3 greenhouse gas emissions by 2050 and related interim targets. In pursuit of these objectives, we are focused on increasing our own operational efficiency and procuring renewable energy as well as partnering with suppliers to decrease scope 3 emissions.
Listening and Responding to Our Shareholders: We continued our robust shareholder engagement program. Our efforts this winter included outreach to 30 investors representing approximately 43% of shares outstanding and meetings with 21 investors, representing approximately 32% of shares outstanding, in line with prior years. We use feedback from these meetings to inform our sustainability and human capital efforts as well as governance and compensation programs. Our robust disclosures and responsive actions reflect how much we value these conversations.
As always, we thank you for your continued investment in Lowe’s, and we look forward to keeping you apprised of our progress and hearing your feedback throughout the coming year. We encourage you to review this year’s Proxy Statement in detail and vote your shares for our Annual Meeting on Friday, May 31, 2024.
Sincerely,
| Marvin R. Ellison Chairman, President and Chief Executive Officer | Richard W. Dreiling Lead Independent Director |
- Adjusted operating margin is anon-GAAP financial measure. Refer to Appendix A for a reconciliation ofnon-GAAP financial measures.
LOWE’S COMPANIES, INC.
1000 Lowes Boulevard
Mooresville, North Carolina 28117
(704)758-1000
2024 Notice of Annual Meeting of Shareholders
April 18, 2024
The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Lowe’s Companies, Inc. (the “Company”) will be held online via audio webcast at 10:00 a.m., Eastern Time, on Friday, May 31, 2024 at www.virtualshareholdermeeting.com/LOW2024, for the purpose of voting on the following matters:
| 1. | To elect the 13 candidates nominated by the Board of Directors and named in the Proxy Statement for election as directors; |
| 2. | To approve, on an advisory basis, the Company’s named executive officer compensation in fiscal 2023; |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2024; and |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The Board of Directors unanimously recommends a vote “FOR” each of the director nominees in proposal 1 and a vote “FOR” proposals 2 and 3. The persons named as proxies will use their discretion to vote on other matters that may properly arise at the Annual Meeting or any adjournment or postponement thereof.
Only shareholders of record as of the close of business on March 25, 2024 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
We are holding the Annual Meeting in an online-only format. You will not be able to attend the Annual Meeting in person. To attend the Annual Meeting, vote and submit your questions during the Annual Meeting, you will need to visit the Annual Meeting website noted above and enter your 16-digit control number found on your proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or legal proxy, as applicable. Shareholders of record may follow these same instructions during the Annual Meeting to view the list of shareholders of record entitled to notice of the meeting. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com using your 16-digit control number or by the other methods described in the Proxy Statement. For more information on attending the online-only meeting, please see pages 68 to 69 of the Proxy Statement.
Your vote is important. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the meeting.
Sincerely,
Juliette W. Pryor
Executive Vice President, Chief Legal Officer and Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to Be Held on May 31, 2024:
The 2024 Notice of Annual Meeting of Shareholders & Proxy Statement and
2023 Annual Report to Shareholders are available at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.