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THE HOME DEPOT PROXY STATEMENT AND NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS Thursday, May 21, 2020 at 9:00 a.m., Eastern Time COBB GALLERIA CENTRE, ATLANTA, GA Table of Contents INVESTOR FACTSHEET Strategy Our One Home Depot strategy aims to deliver shareholder value and grow our market share by providing best- in-class customer service through a seamless, interconnected shopping experience for our customers. We are continuously improving our online and in-store experience and providing enhanced training for our associates. In addition, to ensure we are the product authority in home improvement, we strive to provide unique and comprehensive product offerings, continued innovation, and exceptional convenience and value. To execute our strategy, we have committed approximately $11 billion over a multi-year period to investments in our stores, associates, interconnected and digital experience, pro customer experience, services business, supply chain, and product and innovation. Shareholder Return Principles Our first priority for our use of cash is investing in our business, as reflected by our One Home Depot strategy. Our use of the remainder of our cash is guided by our shareholder return principles: • Dividend Principle: Look to increase the dividend every year as we grow earnings • Return on Invested Capital Principle: Maintain a high return on invested capital, benchmarking all uses of excess liquidity against value created for shareholders through share repurchases • Share Repurchase Principle: After meeting the needs of the business, look to return excess cash to shareholders in the form of share repurchases Key Financial Performance Metrics Set forth below are key financial performance metrics for the indicated fiscal years. * ROIC is defined as net operating profit after tax, a non-GAAP financial measure, for the most recent twelve-month period, divided by the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period. For a reconciliation of net operating profit after tax to net earnings, the most comparable GAAP financial measure, and our calculation of ROIC, see “Non-GAAP Financial Measures” on page 24 of our 2019 Form 10-K. Table of Contents DEAR FELLOW SHAREHOLDERS: Your Board and management team are committed to creating long-term value for our shareholders. This commitment is reflected in our core values, which provide the foundation for our business and reflect the culture that was built by our founders over 40 years ago. We have highlighted for you below some actions we took in Fiscal 2019 to ensure we are optimizing our governance practices to support continued value creation over the long term. And while this letter focuses primarily on Fiscal 2019, as a result of the COVID-19 pandemic, our focus today is on operating our business while taking care of our customers and associates. Our Board is engaged to oversee and support our response, and we thank our associates for their hard work and dedication to taking care of our customers and each other. Strategic Engagement and Oversight. In late 2017, we outlined our long-term plan to create the One Home Depot experience, including a multi-year investment of approximately $11 billion. The Board’s engagement with management to address both the short-term needs and long-term strategies necessary to meet our customers’ expectations in a rapidly evolving retail landscape helped to shape this plan, and as the Company has progressed through the first two years of implementation, the Board’s oversight and engagement has helped to continue to refine it. Company strategy is discussed regularly at Board meetings, and directors annually participate in an in- depth strategy session with management. Through these strategy sessions we tap into the ideas, viewpoints and experiences of our diverse and highly-skilled board members. Board Composition. Over the last several years, the Board has actively focused on refreshment to align its strengths with the evolving retail landscape. This focus has led to the addition of six new directors in the past six years, including two new directors in Fiscal 2018. Collectively, the new directors have provided additional skills in the areas of e-commerce, IT and cybersecurity, strategic management, and customer experience, among other areas, all of which are valuable skill sets as we implement our One Home Depot strategy. While no new directors were added to our Board in Fiscal 2019, our Board, with the assistance of the NCG Committee, continues to assess its composition so that it is prepared to make any future changes that are appropriate. Shareholder Engagement and Governance. Recognizing the growing interest of our investors, the Company initiated an expanded environmental, social and governance engagement program with our institutional shareholders in Fiscal 2018, and that program continued in Fiscal 2019. Feedback from those engagements, combined with the Company’s commitment to governance best practices, led to a number of changes that the Board approved in Fiscal 2018 and 2019. These changes include enhanced disclosure of the ethnic and gender diversity of our U.S. workforce, a reduction in the percentage of outstanding shares required to call a special meeting of shareholders from 25% to 15%, an updated executive compensation clawback policy that specifically includes conduct that causes significant reputational harm to the Company, and a change to the Company’s overboarding policy that reduces the number of outside public company boards on which our directors can serve. Underpinning all of these actions is a commitment to our shareholders, which is in turn embodied in the shareholder return principles that we have consistently outlined for our investor community. By following these principles, we were able to return $13.0 billion to our shareholders in Fiscal 2019 through dividends and share repurchases. We hope you will be able to join us for our 2020 Annual Meeting of Shareholders on Thursday, May 21, 2020. You will find information about the Meeting, including the matters to be voted on at the Meeting, in the enclosed Notice of Meeting and Proxy Statement. The Meeting will also include a report on the Company’s performance and operations and a question and answer session. As noted in the Notice of Meeting and Proxy Statement, while we hope that we can hold the Meeting in person, in light of COVID-19 concerns, we are prepared to do so online if it is prudent based on conditions at that time. On behalf of our over 400,000 associates and our Board, we thank you for your support of The Home Depot. Sincerely, Craig A. Menear Gregory D. Brenneman Chairman, Chief Executive Officer and President Independent Lead Director [THIS PAGE INTENTIONALLY LEFT BLANK] Table of Contents THE HOME DEPOT, INC. 2455 Paces Ferry Road Atlanta, Georgia 30339 NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS DATE: Thursday, May 21, 2020 TIME: 9:00 a.m., Eastern Time PLACE:* Cobb Galleria Centre, Two Galleria Parkway, Atlanta, Georgia 30339 ITEMS OF BUSINESS: (1) To elect as directors of the Company the 12 persons named in the accompanying Proxy Statement for terms expiring at the 2021 Annual Meeting of Shareholders; (2) To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2021; (3) To cast an advisory vote to approve executive compensation (“Say-on-Pay”); (4) To act on four shareholder proposals described in the Proxy Statement, if properly presented; and (5) To transact any other business properly brought before the Meeting. WHO MAY VOTE: Shareholders of record as of the close of business on March 23, 2020 are entitled to vote. ANNUAL MEETING A copy of this Proxy Statement and our 2019 Annual Report are available on our MATERIALS: Investor Relations website at https://ir.homedepot.com under “Financial Reports.” DATE OF MAILING: A Notice of Internet Availability of Proxy Materials or this Proxy Statement is first being sent to shareholders on or about April 6, 2020. The enclosed Proxy Statement contains important information, including a description of the business that will be acted upon at the Meeting, voting procedures, and documentation required to attend the Meeting. If you will need special assistance or seating, please contact Allison Spicer at (770) 384-2015. If you are unable to attend the Meeting, you can listen to the Meeting and view the presentation on the Company’s performance through the live webcast on the Internet. Visit our Investor Relations website at https:// ir.homedepot.com and click on “Events and Presentations” for details. The webcast will be archived and available for replay beginning shortly after the Meeting. *As part of our precautions regarding the novel coronavirus COVID-19, we are planning for the possibility that the Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance on our Investor Relations website at https://ir.homedepot.com/shareholder-services/ annual-meeting, and details on how to participate, vote, and examine the list of shareholders as of the record date will be issued by press release, posted at that location on our website, and filed with the SEC as additional proxy material. You will need the 16-digit control number found on your proxy card, the Notice of Internet Availability of Proxy Materials, or the voting information form provided by your bank or broker, to participate,
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