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Home Depot Inc (HD) holds its 2026 annual shareholder meeting on . The board is presenting 12 director nominees, of whom 11 are designated as independent. Shareholders will vote on 12 proposals: 5 management-sponsored and 7 shareholder-sponsored. The record date is .
- Home Depot Inc (HD) holds its 2026 annual shareholder meeting on .
- The record date — the cutoff for shareholders eligible to vote — is .
- The board is presenting 12 director nominees, of whom 11 are designated as independent.
- Shareholders will vote on 12 proposals, of which 7 are shareholder-sponsored.
- Boardroom Alpha's board rating for HD is C+.
- HD trailing-12-month total shareholder return: -18.2%.
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| Holder | % of shares | Position value |
|---|---|---|
| D. E. Shaw Co., Inc. Activist | 20.52% | $703M |
| Point72 Asset Management, L.P. Activist | 9.36% | $321M |
| D. E. Shaw Co., Inc. Activist | 4.71% | $162M |
| Ancora Advisors LLC Activist | 0.66% | $23M |
| SIT INVESTMENT ASSOCIATES INC Activist | 0.63% | $0M |
| Ancora Advisors LLC Activist | 0.50% | $17M |
| Carlson Capital, L.P. Activist | 0.02% | $1M |
| Karpus Management, Inc. Activist | 0.01% | $0M |
| VANGUARD GROUP INC | 898.09% | $30.78B |
| STATE STREET CORP | 471.13% | $16.15B |
The 2026 annual meeting slate for Home Depot Inc (HD) includes: Gerard J. Arpey (independent), Ari Bousbib (independent), Jeffery H. Boyd (independent), Gregory D. Brenneman (independent), J. Frank Brown (independent), Edward P. Decker (not independent), Wayne M. Hewett (independent), Manuel Kadre (independent), Stephanie C. Linnartz (independent), Paula A. Santilli (independent), Caryn Seidman-Becker (independent), Asha Sharma (independent).
| Nominee | Independence | Risk forecast | Background |
|---|---|---|---|
| Gerard J. Arpey | Independent | Watch
Prior 97.9%
|
Gerard Arpey served as CEO and Chairman of AMR Corporation and American Airlines from 2003 to 2011 and has been a partner at Emerald Creek Group since 2012.
|
| Ari Bousbib | Independent | Healthy
Prior 95.5% ↑ expected better
|
Bousbib has served as Chairman and CEO of IQVIA since 2016, following the merger of IMS Health and Quintiles, and was previously Chairman and CEO of IMS Health from 2010 to 2016.
|
| Jeffery H. Boyd | Independent | Elevated
Prior 92.2% ↑ expected better
|
Jeffery Boyd served as President and CEO of Booking Holdings from 2002 to 2013 and was Chairman from 2013 to 2016, leading the company to significant profitability.
|
| Gregory D. Brenneman | Independent | Healthy
Prior 96.2% ↑ expected better
|
Gregory D. Brenneman has held various CEO roles and currently serves as Lead Director, guiding successful leadership transitions and management changes.
|
| J. Frank Brown | Independent | Watch
Prior 93.8% ↑ expected better
|
Brown served as Managing Director and Chief Risk Officer at General Atlantic from 2020 until 2021 and was previously COO from 2011 to 2019.
|
| Edward P. Decker | Not independent | Elevated
Prior 91.6% ↑ expected better
|
Edward P. Decker has served as Chair, President, and CEO since 2022, previously holding roles including President and COO and Executive Vice President – Merchandising at The Home Depot.
|
| Wayne M. Hewett | Independent | Watch
Prior 95.3% ↑ expected better
|
Wayne Hewett served as CEO of Klockner Pentaplast Group from 2015 to 2017 and currently chairs Cambrex Corporation and Quotient Sciences.
|
| Manuel Kadre | Independent | Healthy
Prior 99.0%
|
Kadre is Chairman and CEO of Kollective Auto Group since 2012 and serves as Chairman of the Board of Republic Services, Inc.
|
| Stephanie C. Linnartz | Independent | — |
No matched profile.
|
| Paula A. Santilli | Independent | — |
No matched profile.
|
| Caryn Seidman-Becker | Independent | Healthy
Prior 98.1%
|
Caryn Seidman-Becker has served as CEO of CLEAR since 2010 and is the Chair of its board, previously managing Arience Capital with over $1 billion in assets.
|
| Asha Sharma | Independent | Watch
Prior 98.9%
|
served as Chief Operating Officer at Instacart and led product organizations at Meta, including as Vice President of Product for Messenger.
Rules fired: R4_non_indep_on_compensation, R5_non_indep_on_audit
|
The 2026 annual meeting for Home Depot Inc (HD) carries 12 proposals: (1) Election of Directors — proposed by the board with the board recommending for; (2) Ratification of the Appointment of KPMG LLP for Fiscal 2026 — proposed by the board with the board recommending for; (3) Advisory Vote to Approve Executive Compensation (Say-on-Pay — proposed by the board with the board recommending for; (4) Approve the Adoption of an Amendment to the Charter to Add Officer Exculpation — proposed by the board with the board recommending for; (5) Approve the Implementation of Miscellaneous Amendments to the Charter — proposed by the board with the board recommending for; (6) Shareholder Proposal Regarding Evaluation of Recycling-Related Plastics Targets — proposed by a shareholder with the board recommending against; (7) Shareholder Proposal Regarding Report on Packaging Policies for Plastics — proposed by a shareholder with the board recommending against; (8) Shareholder Proposal Regarding Report on Customer Data Privacy Risks — proposed by a shareholder with the board recommending against; (9) Shareholder Proposal Regarding Independent Board Chair — proposed by a shareholder with the board recommending against; (10) Shareholder Proposal Regarding Biodiversity Impact and Dependency Assessment — proposed by a shareholder with the board recommending against; (11) Shareholder Proposal Regarding Report on Sufficiency of Associates’ Access to Healthcare — proposed by a shareholder with the board recommending against; (12) Shareholder Proposal Regarding Report on Discrimination in Charitable Support — proposed by a shareholder with the board recommending against.
| #1 |
Election of Directors
Management For
Elect 12 persons named in the proxy statement as directors for one-year terms.
|
| #2 |
Ratification of the Appointment of KPMG LLP for Fiscal 2026
Management For
Ratify KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending .
|
| #3 |
Advisory Vote to Approve Executive Compensation (Say-on-Pay
Management For
Advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
|
| #4 |
Approve the Adoption of an Amendment to the Charter to Add Officer Exculpation
Management For
Approve amendment to the Certificate of Incorporation to add officer exculpation limiting monetary liability of certain officers.
|
| #5 |
Approve the Implementation of Miscellaneous Amendments to the Charter
Management For
Approve miscellaneous amendments to the Certificate of Incorporation including removal of nomination notice provision and other technical changes.
|
| #6 |
Shareholder Proposal Regarding Evaluation of Recycling-Related Plastics Targets
Shareholder Against
Request board commission and publish a report evaluating Home Depot’s recycling-related plastics targets and comparing them to retaining virgin plastics where appropriate by .
|
| #7 |
Shareholder Proposal Regarding Report on Packaging Policies for Plastics
Shareholder Against
Request board issue a report describing how the Company could make all its packaging curbside recyclable, reusable, or compostable and quantify plastic packaging footprint and reduction strategies.
|
| #8 |
Shareholder Proposal Regarding Report on Customer Data Privacy Risks
Shareholder Against
Request a report assessing risks to customers’ data privacy rights arising from sharing sensitive customer data with third parties and strategies beyond legal compliance to mitigate those risks.
|
| #9 |
Shareholder Proposal Regarding Independent Board Chair
Shareholder Against
Request the Board adopt policy to separate the roles of Chairman and CEO and ensure the Chair is an independent director.
|
| #10 |
Shareholder Proposal Regarding Biodiversity Impact and Dependency Assessment
Shareholder Against
Request Home Depot conduct and publicly disclose a biodiversity impact and dependency assessment identifying significant nature risks and impacts in the value chain to inform strategy.
|
| #11 |
Shareholder Proposal Regarding Report on Sufficiency of Associates’ Access to Healthcare
Shareholder Against
Request report on sufficiency of employees’ access to timely, quality healthcare and company strategy to address any insufficiencies.
|
| #12 |
Shareholder Proposal Regarding Report on Discrimination in Charitable Support
Shareholder Against
Request evaluation and report analyzing benefits, costs, and risks of the company’s charitable support to determine if such support discriminates or politicizes the brand.
|
| Definitive proxy (DEF 14A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
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