Lowes Companies Inc

The proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the named executive officers for fiscal 2025. Management seeks shareholder approval to validate its executive pay practices, which emphasize pay-for-performance through annual incentives tied to sales, operating income, inventory turnover and Pro sales growth, and long-term incentives tied to ROIC and relative TSR. The Company describes robust governance around compensation including an independent Compensation Committee, use of an independent compensation consultant, clawback policies, stock ownership guidelines, and evaluation of peer group benchmarks. Management highlights that the program delivered payouts aligned with performance (annual incentive payout at 104.67% of target while PSUs for the 2023-2025 cycle paid out 0% due to ROIC performance), and that shareholders previously supported say-on-pay votes at high levels, informing retention of program elements. The Board recommends a vote FOR, citing alignment with strategy, retention/attraction of talent, and investor engagement; it will consider the advisory vote results in future decisions.

The shareholder proponent, John Chevedden, requests that Lowe’s adopt a policy requiring separation of the Chairman and CEO roles and that the Chairman always be an independent director. The proponent’s supporting statement frames this as an enhancement to corporate governance—arguing independent chairs bring impartial oversight, reduce conflicts of interest, and better prepare Lowe’s to handle market headwinds and governance challenges, citing challenging 2025 financial conditions, acquisitions (ADG and FBM), paused buybacks, and litigation as context. Management strongly opposes the proposal, arguing the Board should retain flexibility to choose the optimal leadership structure given company-specific factors; it highlights Lowe’s existing lead independent director role with substantial authorities, annual review of leadership structure, strong governance practices, committee oversight, and shareholder engagement. The debate centers on whether formalizing separation of roles would materially improve oversight versus the Board’s current practice of combining CEO/Chair with a robust lead independent director — an industry governance trade-off tied to board independence, oversight effectiveness, and succession planning.

The shareholder proponent (As You Sow) asks Lowe’s to produce a report describing how it could disclose its plastic packaging footprint and set overall reduction targets, arguing that plastic pollution imposes environmental and regulatory risks and that competitors have made disclosures and commitments. The proponent cites evidence on global plastic pollution and risks from PVC packaging and notes Lowe’s limited public footprint disclosures beyond private-label commitments. Management opposes, emphasizing existing governance, sustainability committees, a private-brand 2030 packaging commitment, recycling initiatives, stakeholder engagement, and published sustainability reports as adequate; it views an additional standalone report as not materially beneficial relative to its cost. The core tension is between investor demand for more granular, portfolio-wide plastics metrics and goals versus management’s position that current integrated sustainability efforts, reporting frameworks and targeted initiatives sufficiently address the issue without the additional expense and operational constraints of a new report.

The AFL-CIO Reserve Fund’s proposal seeks a report assessing privacy risks from sharing sensitive customer data with third parties and describing mitigation strategies beyond mere legal compliance. The proponent expresses concern about collection of precise geolocation, race/ethnicity, and license plate recognition data, and potential government access and civil liberties/reputational risks, citing incidents and reporting. Management opposes, explaining Lowe’s existing privacy governance: Technology Committee and Chief Legal Officer oversight, privacy impact assessments, transparent and updated Privacy Statement, compliance with legal requests, employee training, and escalation protocols; management sees the requested report as duplicative and an inefficient use of resources given existing disclosures and oversight.