Notice of 2021 Regular Meeting of Shareholders
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BEST BUY CO., INC. 7601 Penn Avenue South Richfield, Minnesota 55423 NOTICE OF 2021 REGULAR MEETING OF SHAREHOLDERS Time: 9:00 a.m., Central Time, on Wednesday, June 16, 2021 Place: Online at www.virtualshareholdermeeting.com/BBY2021 Internet: Submit pre-meeting questions online by visiting www.proxyvote.com and attend the Regular Meeting of Shareholders online at www.virtualshareholdermeeting.com/BBY2021 Items of 1. To elect the eleven director nominees listed herein to serve on our Board of Business: Directors for a term of one year. 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 29, 2022. 3. To conduct a non-binding advisory vote to approve our named executive officer compensation. 4. To vote on a shareholder proposal, if properly presented at the meeting. 5. To transact such other business as may properly come before the meeting. Record Date: You may vote if you were a shareholder of Best Buy Co., Inc. as of the close of business on Monday, April 19, 2021. Proxy Voting: Your vote is important. You may vote via proxy as a shareholder of record: 1. By visiting www.proxyvote.com on the internet; 2. By calling (within the U.S. or Canada) toll-free at 1-800-690-6903; or 3. By signing and returning your proxy card if you have received paper materials. For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee. Regardless of whether you expect to attend the meeting, please vote your shares in one of the ways outlined above. By Order of the Board of Directors Richfield, Minnesota Todd G. Hartman May 5, 2021 Secretary IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE REGULAR MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 16, 2021: This Notice of 2021 Regular Meeting of Shareholders and Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 30, 2021, are available at www.proxyvote.com. Help us make a difference by eliminating paper proxy mailings to your home or business. As permitted by rules adopted by the U.S. Securities and Exchange Commission (‘‘SEC’’), we are furnishing proxy materials to our shareholders primarily via the internet. On or about May 5, 2021, we mailed or otherwise made available to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the internet. Certain shareholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the internet or have been mailed paper copies of our proxy materials and proxy card. Internet distribution of our proxy materials is designed to expedite receipt by our shareholders, lower the cost of the Regular Meeting of Shareholders and conserve precious natural resources. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive e-mail notification with instructions to access these materials via the internet unless you elect otherwise. ATTENDING THE REGULAR MEETING OF SHAREHOLDERS • Like the past four years, we invite you to attend the 2021 Regular Meeting of Shareholders (the ‘‘Meeting’’) virtually. There will not be a physical meeting at the corporate campus. You will be able to attend the Meeting virtually, vote your shares electronically, and submit your questions during the Meeting by visiting: www.virtualshareholdermeeting.com/BBY2021 and following the instructions on your proxy card. • The Meeting starts at 9:00 a.m. Central Time. • You do not need to attend the Meeting online to vote if you submitted your vote via proxy in advance of the Meeting. • You can vote via telephone, the internet or by mail by following the instructions on your proxy card or voting instruction form provided by your broker, bank or other nominee. • A replay of the Meeting will be available on www.investors.bestbuy.com. A message from Patrick Doyle, Chairman of the Board of Directors Dear Shareholders, It’s a sincere honor to share with you my thoughts in my first letter to you as Chairman of the Best Buy Board of Directors. While clearly the COVID-19 pandemic dominated last year for us all, I’d like to use this letter to specifically focus on the role the Board played in supporting the Company’s remarkable response to the events of 2020. As always, both the Board and management team started with our employees and the customer. As Corie outlines in her letter to shareholders, ensuring we created a safe environment was our first priority. The Board and management had many discussions as the leadership team did a remarkable job in shifting to a safe operating model and effectively addressing employee and customer safety concerns due to the pandemic. Such safety concerns at the level we were dealing with had never been faced by most retailers and, in our view, none responded quite as well as Best Buy. In fact, on the question for ‘‘how safe do you feel shopping Best Buy?’’, the Company’s Net Promoter Scores were in the high 90s throughout all of last year and, in Barron’s magazine review of how companies responded to the pandemic, Best Buy received the top rating for all public companies in the country. We are proud of the recognition we received for the changes we made, but I am personally even more proud of the fact that making those changes – doing the right thing – was never a debate for the team. It was only a question of the best method for accomplishing that goal and the whole team moved decisively. With that done, we then worked to best fulfill customer needs and wants. While the pandemic accelerated purchasing cycles and, for many, compelled us to make technology purchases we may have never considered previously, Best Buy demonstrated this past year its distinct and consistent ability to find opportunity in the chaos. More to the point, it did what it has always done: it listened to the consumer and met them exactly where they needed to be met. The Board fully supported management in this regard with the most notable example being the degree to which it freed Company executives to make decisions in the best interests of customers and employees without being unduly worried about how it might affect revenue in the short term. Specifically, the early decision to close stores to customer traffic was something the Board was closely involved in and wholeheartedly supported. Best Buy retained about 80% of revenue during this brief period but, more importantly, it cemented its position as a company that would make the hard decisions. In support of this approach, the Compensation Committee proactively approved reductions in CEO and executive team salaries, as well as board member retainers, during the initial phases of the crisis. We then worked closely with senior management to craft what we considered to be a ‘‘shared success’’ program (focused on employee and customer safety, financial stability and strategic progress) as our short-term incentive in the second half of the year, after suspending that incentive program in the first half of last year as part of our efforts to bolster the strength of our balance sheet. These decisions were yet another example of the Board explicitly seeking to balance the interests of employees, consumers and shareholders in a time of significant uncertainty. We are particularly pleased that the incentive program payout in the second half of the year was robust, reflecting the remarkable efforts – and success - of the team during a trying year. Throughout the crisis, the Board and its committees did not lose sight of our broad ESG obligations and the degree to which the Company is a leader in so many key areas. We endorsed accelerated work on our Teen Tech Center program, which included a $40 million one-time donation from the Company to its foundation. We provided close oversight of the Company’s expanded efforts in renewable energy, approving meaningful investments in solar power in particular. Finally, the Board and its relevant committees spent a great deal of time working with management as the Company grappled with the murder of George Floyd (and resulting protests) in its backyard, as well as all of the complex social, societal, health and economic issues affecting our employees and customers. It was a year that demanded our team understand all of the issues our stakeholders were addressing – and they did it admirably, nowhere more so than in our stores. Through it all, Best Buy’s reputation as a leading, innovative company grew, making it possible to attract two extremely talented new Board members, Mario Marte of Chewy, Inc. and Steve Rendle of VF Corporation. We remained mindful of our well-established emphasis on Board diversity and are proud that we continue to be among the most diverse public company boards in the country. Speaking on behalf of the full Board, allow me to offer some closing reflections of this past year. What we saw this year was a Chief Executive Officer, Corie Barry, and her management team, demonstrate an astounding degree of courage, conviction and compassion in the face of crisis. They proved that in good times and bad, Best Buy can be depended on to provide value to all its stakeholders through a combination of sheer effort and unending innovation.