HD_8K_05.17.2012



 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 17, 2012
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
 __________________
Delaware
  
1-8207
  
95-3261426
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
2455 Paces Ferry Road, N.W., Atlanta, Georgia 30339
(Address of Principal Executive Offices) (Zip Code)
(770) 433-8211
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
  __________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








 
Item 5.07.    Submission of Matters to a Vote of Security Holders.

The Company's 2012 Annual Meeting of Shareholders was held on May 17, 2012. At the meeting, shareholders voted on the following items:
Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors:
 
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
 
 
 
 
 
F. Duane Ackerman
1,072,779,296

25,856,344

1,074,213

222,318,885
Francis S. Blake
1,048,541,424

50,133,359

1,035,070

222,318,885
Ari Bousbib
1,078,310,260

20,263,419

1,136,174

222,318,885
Gregory D. Brenneman
1,067,098,627

31,528,527

1,082,699

222,318,885
J. Frank Brown
1,077,931,511

20,666,881

1,111,461

222,318,885
Albert P. Carey
1,011,110,934

84,350,049

4,248,870

222,318,885
Armando Codina
1,010,287,191

85,176,200

4,246,462

222,318,885
Bonnie G. Hill
999,881,167

95,637,400

4,191,286

222,318,885
Karen L. Katen
1,021,545,145

77,153,933

1,010,775

222,318,885
Ronald L. Sargent
1,057,475,469

41,128,518

1,105,866

222,318,885
Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2012 was ratified.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
1,301,203,809
 
17,414,087
 
3,410,842
 
N/A
Proposal 3: An advisory vote on executive compensation was approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
1,074,470,642
 
20,712,705
 
4,526,506
 
222,318,885
Proposal 4: The amendment to the Company's Employee Stock Purchase Plan to increase the number of reserved shares by 20,000,000 was approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
1,080,944,441
 
16,924,103
 
1,841,309
 
222,318,885
Proposal 5: A shareholder proposal regarding an advisory vote on political contributions was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
31,269,622
 
1,040,675,365
 
27,764,866
 
222,318,885
Proposal 6: A shareholder proposal regarding an employment diversity report was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
234,833,399
 
759,702,386
 
105,174,068
 
222,318,885

2



Proposal 7: A shareholder proposal regarding the removal of procedural safeguards from the Company's shareholder written consent right was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
284,007,304
 
811,318,370
 
4,384,179
 
222,318,885
Proposal 8: A shareholder proposal regarding a change in the percentage of outstanding shares required to call special shareholder meetings was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
455,297,848
 
641,595,568
 
2,816,437
 
222,318,885
Proposal 9: A shareholder proposal regarding charitable contributions was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
23,284,531
 
1,012,391,504
 
64,033,818
 
222,318,885
Proposal 10: A shareholder proposal regarding a stormwater management policy was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
36,912,893
 
980,656,698
 
82,140,262
 
222,318,885


3



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
THE HOME DEPOT, INC.
 
 
 
 
By:
/s/ Teresa Wynn Roseborough
 
Name:
Teresa Wynn Roseborough
     
Title:
Executive Vice President, General Counsel & Corporate Secretary
Date: May 22, 2012


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