HDHome Depot
The Home Depot, Inc. is the world’s largest home improvement retailer based on net sales for fiscal 2025. 10-K, Item 1
Deals between HD and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-07 reports that the one filed 2025-04-07 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-07.
Nothing new: every deal in this year's section was reported last year too.
The whole section 9 paragraphs, proxy filed 2026-04-07
RELATED PERSON TRANSACTIONS“The Company has adopted a written policy requiring reasonable prior review and approval by the NCG Committee of all “Related Person Transactions.” These are transactions in which the Company is a participant, the amount involved exceeds $120,000, and a director, executive officer, or holder of more than 5% of our common stock has a direct or indirect material interest.”
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RELATED PERSON TRANSACTIONS“Under our Related Person Transaction Policy, our General Counsel has primary responsibility for determining whether, based on the facts and circumstances, a related person has a direct or indirect material interest in a proposed or existing transaction. To help identify Related Person Transactions, each director and executive officer completes an annual questionnaire requiring the disclosure of any transaction that the person, any member of his or her immediate family, or any entity with which he or she is affiliated has or will have with the Company. Our directors and executive officers also undertake to update the Company promptly of any changes to their questionnaire responses during the year. Our General Counsel also conducts a review at least annually of the Company’s financial systems to determine if a director or executive officer, or a company with which he or she is affiliated, engaged in transactions with the Company during the fiscal year. Additionally, the Company’s Business Code of Conduct and Ethics, Corporate Governance Guidelines and conflict of interest policies require that all associates and directors promptly disclose all conflicts or potential conflicts of interest.”
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RELATED PERSON TRANSACTIONS“If the General Counsel determines that a related person would have a direct or indirect material interest in the transaction, the General Counsel must present the transaction to the NCG Committee for review. The NCG Committee must then either approve or reject the transaction in accordance with the terms of the policy. When making this determination, the NCG Committee must consider all relevant information available and, as appropriate, take into consideration the following:”
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RELATED PERSON TRANSACTIONS“Whether the transaction was undertaken in the ordinary course of business of the Company;”
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RELATED PERSON TRANSACTIONS“Whether the transaction contains terms no less favorable to the Company than terms that could have been reached with an unrelated third party;”
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RELATED PERSON TRANSACTIONS“The approximate dollar value of the transaction, particularly as it involves the related person;”
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RELATED PERSON TRANSACTIONS“The related person’s interest in the transaction; and • Any other information regarding the related person’s interest in the transaction that would be material to investors under the circumstances.”
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RELATED PERSON TRANSACTIONS“The NCG Committee may only approve the transaction if it determines that the transaction is reasonable, on competitive terms, and fair to the Company and not inconsistent with the best interests of the Company as a whole. Further, in approving any such transaction, the NCG Committee has the authority to impose any terms or conditions it deems appropriate on the Company or the related person.”
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RELATED PERSON TRANSACTIONS“If review of a Related Person Transaction is required between NCG Committee meetings, and it is determined that approval of a Related Person Transaction by the entire NCG Committee prior to consummation or effectiveness of the transaction is impracticable under the circumstances, the Chair of the NCG Committee will review and may approve the transaction at his or her discretion. The Chair of the NCG Committee must report that transaction to the NCG Committee at its next regularly scheduled meeting, including the rationale for approving the transaction prior to committee review. Transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the Company’s Proxy Statement. There were no Related Person Transactions since the beginning of Fiscal 2025 requiring disclosure in this Proxy Statement, nor are there any such transactions proposed.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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