Use these links to rapidly review the document
TABLE OF CONTENTS
APPENDIX C-1

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

Table of Contents

		BEST BUY CO., INC. 7601 Penn Avenue South Richfield, Minnesota 55423

NOTICE OF 20102011 REGULAR MEETING OF SHAREHOLDERS

Regardless of whether you expect to attend the meeting in person, please vote your shares in one of the three ways outlined above.

		By Order of the Board of Directors
Minneapolis, Minnesota		Elliot S. Kaplan
May 11, 201026, 2011		Secretary

ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

Attending in person

•

Doors open at 9:00 a.m. Central Time



•

Meeting starts at 9:30 a.m. Central Time



•

You do not need to attend the Regular Meeting of Shareholdersmeeting to vote if you submitted your proxy in advance of the meeting



•

Security measures may include bag search, bag scan, metal detector and hand-wand search



•

The use of cameras and recording devices is prohibited

Attending and participating via the Internet

•

Webcast starts at 9:30 a.m. Central Time



•

Shareholders may vote and submit questions while attending the meeting via the Internet



•

Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted atwww.proxyvote.com



•

You may directly link to the virtual shareholder forum and virtual shareholder meeting atwww.virtualshareholdermeeting.com/bby



•

Anyone can view the Regular Meeting of Shareholdersmeeting live via the Internet atwww.bby.com



•

Webcast replay will be available until July 10, 2010June 28, 2011

Table of Contents

TABLE OF CONTENTS

Table of Contents

Table of Contents

BEST BUY CO., INC.
7601 Penn Avenue South
Richfield, Minnesota 55423

PROXY STATEMENT

REGULAR MEETING OF SHAREHOLDERS — JUNE 24, 201021, 2011

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board"("Board") of Best Buy Co., Inc. ("Best Buy," "we," "us," or "our") to be voted at our 20102011 Regular Meeting of Shareholders (the "Meeting"("Meeting") to be held on Thursday,Tuesday, June 24, 2010,21, 2011, at 9:30 a.m., Central Time, at the Best Buy Corporate Campus — Theater, 7601 Penn Avenue South, Richfield, Minnesota, 55423 and on the Internet atwww.proxyvote.com orwww.virtualshareholdermeeting.com/bby, or at any postponement or adjournment of the Meeting. The proxy materials were either made available to you over the Internet or mailed to you beginning on or about May 11, 2010.26, 2011.

Background

What is the purpose of the Meeting?

At the Meeting, shareholders will vote on the items of business outlined in the Notice of 20102011 Regular Meeting of Shareholders (the "Meeting("Meeting Notice"), included as the cover page to this proxy statement. In addition, management will report on our business and respond to questions from shareholders.

Why did I receive a Notice of Internet Availability or why did I receive this proxy statement and a proxy card?

You received a Notice of Internet Availability or this proxy statement and a proxy card because you owned shares of Best Buy common stock as of April 27, 2010,25, 2011, the record date for the Meeting, and are entitled to vote on the items of business at the Meeting. This proxy statement describes the items of business that will be voted on at the Meeting and provides information on these items so that you can make an informed decision.

Who may vote?

In order to vote at the Meeting, you must be a shareholder of record of Best Buy as of April 27, 2010,25, 2011, which is the record date for the Meeting. If your shares are held in "street name" (that is, through a bank, broker or other nominee), you will receive instructions from the shareholder of record that you must follow in order for your shares to be voted as you choose.

When is the record date?

The Board has established April 27, 2010,25, 2011, as the record date for the Meeting.

How many shares of Best Buy common stock are outstanding?

As of the record date, there were 421,962,573388,717,822 shares of Best Buy common stock outstanding. There are no other classes of capital stock outstanding.

Table of Contents

Voting Procedure

On what items of business am I voting?

You are being asked to vote on the following items of business:

•1.

The election of fivesix Class 12 directors for a term of two years;



•2.

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public

Table of Contents

accounting firm for the fiscal year ending February 26, 2011;March 3, 2012;



3.
The approval of an amendment to and

restatement of our Amended and Restated By-Laws regarding the number of directors;



•4.

The approval of amendments to our 2004 Omnibus Stock and Incentive Plan, as amended ("Omnibus Plan");



5.

The approval of our Executive Short-Term Incentive Plan;



6.

The advisory vote on our executive compensation;



7.

The advisory vote on the frequency of the shareholder advisory vote on our executive compensation;



8.

The shareholder proposal regarding declassification of our Board, if properly presented at the Meeting; and



9.

Such other business as may properly come before the Meeting.

How do I vote?

If you are a shareholder of record (that is, if your shares are owned in your name and not in "street name"), you may vote:

•

Via the Internet atwww.proxyvote.com;



•

By telephone (within the U.S. or Canada) toll-free at1-800-690-6903;



•

By signing and returning the enclosed proxy card; or



•

By attending the Meeting and voting in person.

If you wish to vote by telephone, you must do so before 11:59 p.m., Eastern Time, on Wednesday,Monday, June 23, 2010.20, 2011. After that time, telephone voting will not be permitted, and a shareholder wishing to vote, or revoke an earlier proxy, must submit a signed proxy card or vote in person. Shareholders can vote in person or via the Internet during the Meeting. Shareholders of record will be on a list held by the inspector of elections. "Street name" shareholders, also known as beneficial holders, must obtain a proxy from the institution that holds their shares, whether it is their brokerage firm, a bank or other shareholder of record, and present it to the inspector of elections with their ballot. Shareholders attending via the Internet will need to follow the instructions atwww.proxyvote.com orwww.virtualshareholdermeeting.com/bby in order to vote or submit questions at the Meeting. Voting in person or via the Internet by a shareholder will replace any previous votes submitted by proxy.

In accordance with the rulesWe encourage you to take advantage of the U.S. Securities and Exchange Commission ("SEC"), we are sending all shareholders who have not affirmatively optedoption to receive paper materials, allvote your shares electronically through the Internet or by telephone. Doing so will result in cost savings for us.

Table of their proxy materials via the Internet. However, you may opt to receive paper copies of proxy materials, at no cost to you, by following the instructions contained in the Notice of Internet Availability.Contents

How are my voting instructions carried out?

When you vote via proxy, you appoint Richard M. Schulze and Elliot S. Kaplan (the(collectively, "Proxy Agents") as your representatives at the Meeting. The Proxy Agents will vote your shares at the Meeting, or at any postponement or adjournment of the Meeting, as you have instructed them on the proxy card. If you return a properly executed proxy card without specific voting instructions, the Proxy Agents will vote your shares in accordance with the Board's recommendations. With proxy voting, your shares will be voted regardless of whether you attend the Meeting. Even if you plan to attend the Meeting, it is advisable to vote your shares via proxy in advance of the Meeting in case your plans change.

If an item properly comes up for vote at the Meeting, or at any postponement or adjournment of the Meeting, that is not described in the Meeting Notice, the Proxy Agents will vote the shares subject to your proxy at their discretion.

How many votes do I have?

You have one vote for each share you own, and you can vote those shares for each item of business to be addressed at the Meeting.

How many shares must be present to hold a valid Meeting?

For us to hold a valid Meeting, we must have a quorum, which means that a majority of the outstanding shares of our common stock that are entitled to vote are present at the Meeting. Your shares will be counted as present at the Meeting if you:

•

Vote via the Internet or by telephone;



•

Properly submit a proxy card (even if you do not provide voting instructions); or



•

Attend the Meeting and vote in person.

Table of Contents

How many votes are required to approve an item of business?

Pursuant to our Amended and Restated Articles of Incorporation and our Amended and Restated By-laws, each item of business to be voted on by the shareholders requires the affirmative vote of the holders of a majority of the shares of Best Buy common stock present at a meeting and entitled to vote.

The rules of the New York Stock Exchange ("NYSE") allow brokerage firms to vote their clients' shares on routine matters if the clients do not provide voting instructions at least 10ten days prior to the shareholder meeting. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm is considered a routine matter under NYSE rules. The election of directors, isthe approval of (including approval of amendments to) our by-laws and incentive plans, the advisory votes related to executive compensation and the vote on a shareholder proposal are not considered a routine mattermatters under NYSE rules. The NYSE rules do not allow brokerage firms to vote their clients' shares on non-routine matters including the election of directors, in the absence of affirmative voting instructions.

If your brokerage firm votes your shares on routine matters because you do not provide voting instructions, your shares will be counted for purposes of establishing a quorum to conduct business at the Meeting and in determining the number of shares voted for or against the routine matter. If your brokerage firm lacks discretionary voting power with respect to an item that is not a routine matter and you do not provide voting instructions (a "broker non-vote"), your shares will be counted for purposes of establishing a quorum to conduct business at the Meeting, but will not be counted in determining the number of shares voted for or against the non-routine matter. Abstentions are counted as

Table of Contents

present and entitled to vote for purposes of determining a quorum and will have the same effect as votes against a proposal.

What if I change my mind after I vote via proxy?

You may revoke your proxy at any time before your shares are voted by:

•

Submitting a later-dated proxy prior to the Meeting (by mail, Internet or telephone);



•

Voting in person at the Meeting; or



•

Providing written notice to Best Buy's Secretary at our principal office.

Where can I find the voting results of the Meeting?

We will announce preliminary voting results at the Meeting. We plan to publish the final voting results in a Current Report on Form 8-K ("Form 8-K") filed within four business days of the Meeting. If final voting results are not available within the four business day timeframe, we plan to file a Form 8-K disclosing preliminary voting results within the required four business days, to be followed as soon as practicable by an amendment to the Form 8-K containing final voting results.

Proxy Solicitation

How are proxies solicited?

We will request that brokerage firms, banks, other custodians, nominees, fiduciaries and other representatives of shareholders forward the Notice of Internet Availabilityproxy materials and as applicable, the proxy materialsannual reports themselves, to the beneficial owners of our common stock. We expect to solicit proxies primarily by Internet and mail, but our directors, officers, other employees and agents may also solicit proxies in person, by telephone, through electronic transmission and by facsimile transmission. Our directors and employees do not receive additional compensation for soliciting shareholder proxies.

Who will pay for the cost of soliciting proxies?

We pay all of the costs of preparing, printing and distributing proxy materials. We will reimburse brokerage firms, banks and other representatives of shareholders for reasonable expenses incurred as defined in the NYSE schedule of charges.

Table of Contents

How can multiple shareholders sharing the same address request to receive only one set of proxy materials and other investor communications?

If you opt to continue to receive paper copies of our proxy materials, you may elect to receive future proxy materials, as well as other investor communications, in a single package per address. This practice, known as "householding," is designed to reduce our paper use, and printing and postage costs. To make the election, please indicate on your proxy card under "Householding Election" your consent to receive such communications in a single package per address. Once we receive your consent, we will send a single package per household until you revoke your consent by notifying our Investor Relations Department at 7601 Penn Avenue South, Richfield, MN 55423, or by telephone at (612) 291-6147. We will start sending you individual copies of proxy materials and other investor communications within 30 days of your revocation.

Table of Contents

Can I receive the proxy materials electronically?

Yes. Shareholders who have not affirmatively optedWe are pleased to receive paper proxy materials throughoffer shareholders the mail willchoice to receive a Notice of Internet Availability and may access our proxy materials electronically viaover the Internet. ElectronicInternet instead of receiving paper copies through the mail. Choosing electronic delivery saves us the costs of printing and mailing these materials. Our fiscal 2011 annual report and proxy statement are being mailed to all shareholders who have not already elected to receive these materials electronically. If you are a shareholder of record and would like to receive these materials electronically in the future, you may enroll for this service on the Internet after you vote your shares in accordance with the instructions for Internet voting set forth on the enclosed proxy card. We encourage our shareholders to access our proxy materials via the Internet because it reduces the expenses for, and the environmental impact of, our shareholder meetings. In 2009, electronic delivery saved approximately 50 tons of paper that would otherwise have been consumed in the production of proxy materials. You may opt to receive paper copies of proxy materials, at no cost to you, by following the instructions we will provide in advance of the distribution of our 2010 proxy materials.

An electronic version of this proxy statement is also posted on our Web site atwww.bby.com — select the "Investor Relations" link and then either the "SEC Filings" link or the "Corporate Governance" link.

Additional Information

Where can I find additional information about Best Buy?

Our reports on Forms 10-K, 10-Q and 8-K, and other publicly available information should be consulted for other important information about Best Buy. You can also find additional information about us on our Web site atwww.bby.com.

Table of Contents

CORPORATE GOVERNANCE AT BEST BUY

Our Board is elected by our shareholders to oversee our business and affairs. In addition, the Board counsels, advises and oversees management in the long-term interests of our company and our shareholders regarding a broad range of subjects including:

•

Selecting and evaluating the performance of our Chief Executive Officer ("CEO") and other senior executives;



•

Planning for succession with respect to the position of CEO and monitoring management's succession planning for other senior executives;



•

Reviewing and approving major financial, strategic and operating decisions and other significant actions;



•

Overseeing the conduct of our business and the assessment of our business risks to evaluate whether our business is being properly managed; and



•

Overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with law and ethical standards.

Members of the Board monitor and evaluate our business performance through regular communication with our CEO and other members of management, and by attending Board meetings and Board committee meetings.

The Board values effective corporate governance and adherence to high ethical standards. As such, the Board has adopted Corporate Governance Principles for our directors and oura Code of Business Ethics, both of which are posted on our Web site atwww.bby.com — select the "Investor Relations" link and then the "Corporate Governance" link.

Board Structure

Our Board is committed to having a sound governance structure that promotes the best interests of our shareholders. To that end, our Board has evaluated and actively continues to examine emerging corporate governance trends and best practices. Shareholder perspectives play an important role in that process. Some key points regarding our boardBoard's governance structure and practices are as follows:

•

We believe that two-year terms allow our directors to have a longer-term orientation to our business and encourage long-term, strategic thinking. At the same time, this structure holds the directors accountable to our shareholders, as the entire Board is subject to re-election as early as 53 weeks from any regular meeting of shareholders. Moreover, we believe that two-year terms promote continuity and foster an appropriate "institutional memory" among directors. In January 2010,To balance this institutional memory with accountability to shareholders, we have implemented a director resignation policy which requires any director not receiving a majority of the vote cast in favor of his or her election to tender their resignation.



•

Our Board is predominantly independent. Of our 15twelve directors, only threetwo are Best Buy employees (including our Chairman of the Board, who is a founder of Best Buy and a major shareholder). Further, the Board has affirmatively determined that ten of our 15 directors are independent under SEC and NYSE corporate governance rules, as applicable. After the June Meeting, we anticipate that of our twelve remaining directors, only two will be Best Buy employees and nine of our twelve directors will beare independent under SEC and NYSE corporate governance rules, as applicable.



•

Our Board is very active and engaged. Our directors attended, on average, over 95%98% of fiscal 20102011 Board and Board committee meetings.

We believe our Board structure serves the interests of our shareholders by balancing Board continuity and the promotion of long-term thinking with the need for director accountability.

Table of Contents

Board Composition

To ensure a diversity of perspectives, the Board seeks a balance of internal experience and external independent expertise. This combination of perspectives also helps to ensure that we sustain our corporate culture, which is a cornerstone of our business legacy and a key competitive advantage. In addition, the Board is diligently focused on the succession and development of our senior officers, as most recently exhibited during the June 2009 CEO transition with the internal promotion of Brian J. Dunn to the CEO position.

In accordance with these interests and the principles of effective corporate governance, in April 2009, the Board adopted aset and has achieved its goal to have at least 75% of our directors be independent by June 2011.independent. In addition, consistent with the Board's careful planningBoard carefully plans for the director skill sets required today and in the future, and in order to havefor an orderly succession and transition of directors, the Board determined that it is in the best interests of our company and shareholders that the incumbent non-independent directors complete the terms to which they have been elected.

The Board believes that the careful stewardship of our company and culture during a time of leadership transition merited a temporary increase in the total number of directors and the ratio of non-independent directors. Following the 2010 Regular Meeting of Shareholders, we anticipate that 75% of the Board will be considered independent, a full year ahead of our previously announced goal.

Director Independence

Pursuant to its Corporate Governance Principles, the Board has established independence standards consistent with the requirements of the SEC and NYSE corporate governance rules, as applicable. To be considered independent under the NYSE rules, the Board must affirmatively determine that a director or director nominee does not have a material relationship with Best Buyus (directly, or as a partner, shareholder or officer of an organization that has a relationship with Best Buy)us). In addition, NYSE rules provide that no director or director nominee may be deemed independent if the director or director nominee

— has in the past three years:

•

Received (or whose immediate family member has received as a result of service as an executive officer) more than $120,000 during any 12-month period in direct compensation from Best Buy, other than director and committee fees and certain pension payments and other deferred compensation;



•

Been an employee of Best Buy;



•

Had an immediate family member who was an executive officer of Best Buy;



•

Worked on (or whose immediate family member has worked on) our audit as a partner or an employee of our internal auditors or independent registered public accounting firm; or



•

Been (or whose immediate family member has been) employed as an executive officer of another company whose compensation committee at that time included a present executive officer of Best Buy; or

— is:

•

A partner of our independent registered public accounting firm, or an employee of our independent registered public accounting firm personally working on our audit (or whose immediate family member is a partner of such firm or is employed by such firm to personally work on our audit); or



•

An employee (or has an immediate family member who is an executive officer) of another company that makes payments to Best Buy, or receives payments from Best Buy, for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues.

Under our director independence standards described above, the Board has determined that each continuing

Table of Contents

director, with the exception of Brian J. Dunn and Messrs. Dunn, Kaplan and Schulze, is independent. The Board based these determinations primarily on a review of the responses of the directors to questions regarding employment and compensation history, affiliations, and family and other relationships, and on discussions with our directors. The Board also reviewed our relationships with companies with which our directors are affiliated and determined that the relationships

Table of Contents

with affiliates of current directors Lisa M. Caputo and George L. Mikan III and Hatim A. Tyabji are not material and do not impair such directors' independence.

Ms. Caputo, a director since December 2009, is executive vice president, global marketingmanaging director and corporate affairssenior banker of the Public Sector Group within the Institutional Client's Group at Citigroup, Inc. ("Citi"). CitiCitigroup, Inc. and/or its subsidiaries ("Citi") provide financial services to us. Citi is alsous, including participating as a lender under our Revolving Credit Agreement ("Revolver"). We do not make direct payments to or receive direct loan proceeds from Citi under the Revolver, but Citi does receive interest payments through our lending agent from this relationship to the extent the agent has drawn down funds from Citi, as well as, fees for providing us access to funds through the Revolver. We entered into the Revolver and all other existing relationships with Citi prior to Ms. Caputo's consideration as a director and Ms. Caputo did not play any role in the negotiation of the Revolver.our transactions with Citi.

Mr. Mikan, a director since April 2008, is executive vice president and chief financial officer of UnitedHealth Group Incorporated ("UnitedHealth"). and chief executive officer of OptumHealth, an affiliate of UnitedHealth. Since 2003, we have had a health benefit services agreement with UnitedHealth. The amounts we have paid to UnitedHealth, most of which are for employee medical and pharmaceutical costs administered on our behalf by UnitedHealth, were an insignificant portion of the annual consolidated revenue of Best Buy and UnitedHealth for each of the past three fiscal years. In addition, Mr. Mikan did not influence or participate in negotiating or executing our agreement with UnitedHealth.

Mr. Tyabji, a director since 1998, has served as chairman of the board of directors of Jasper Wireless, Inc. ("Jasper") since November 2008. Through a services agreement with AT&T, we purchase wireless data connectivity services from Jasper for certain exclusive brand devices. We paid $1.1 million to Jasper in fiscal 2010, which represented a material portion of its recognized revenue for the year. Mr. Tyabji is not an employee of Jasper, nor did he influence or participate in negotiating our agreement for the purchase of Jasper services.

Board Leadership

We separate the roles of CEO and Chairman of the Board in recognition of the differences between the two roles. Our CEO is responsible for setting our strategic priorities, in collaboration with the Board, and focuses on the development and execution of our strategies. He is also responsible for our ongoing leadership and performance. The Chairman of the Board provides guidance to the CEO, and sets the agenda for Board meetings and presides over meetings of the full Board. He focuses on Board oversight responsibilities, strategic planning and mentoring company officers. Our Chairman also periodically represents our company at public functions and actively engages with our employees at designated company functions.

Our Board has implementedestablished the position of Lead Independent Director to preside at all executive sessions of independent directors, as defined under the rules of the NYSE. The Nominating, Corporate Governance and Public Policy Committee ("Nominating Committee") nominates an independent director to serve as the Lead Independent Director, the selection of whom is subject to ratification by the vote of a majority of the independent directors of the Board. In addition to presiding over executive sessions of the independent directors, the Lead Independent Director is responsible for calling meetings of the independent directors as appropriate, serving as a stakeholder liaison on behalf of the independent directors and performing such other duties as may be requested from time to time by the Board, the independent directors, the CEO or the Chairman of the Board.

Table of Contents

Executive Sessions of Independent Directors

In order to promote open discussion among independent directors, the Board has a policy of conducting executive sessions of independent directors during each regularly scheduled Board meeting. These executive sessions have historically been chaired by independent directors on a rotating basis. However, beginning in June 2010, the executive sessions of independent directors will beare chaired by the Lead Independent Director. The independent directors have elected Matthew H. Paull to servehas served as the initial Lead Independent Director.Director since June 2010.

Board Meetings and Attendance

The Board held four regular meetings and one special meeting during the fiscal year ended February 27, 2010.26, 2011. Each incumbent director attended, in person or by telephone, at least 75% of the meetings of both the Board and Board committees on which he or she served. In fiscal 2010,2011, the average attendance by our incumbent directors at Board and Board committee

Table of Contents

meetings exceeded 95%. Our Board requires director attendance at our regular meetings of shareholders and 100% of the then-serving directors attended the 2009 Meeting.2010 Meeting, including one member attending virtually.

Committees of the Board

The Board has the following five committees:

•

Audit Committee;



•

Compensation and Human Resources Committee ("Compensation Committee");



•

Nominating, Corporate Governance and Public Policy Committee ("Nominating Committee");Committee;



•

Finance and Investment Policy Committee; and



•

Global Strategy Committee.

The charters for each of the Board committees are posted on our Web site atwww.bby.com — select the "Investor Relations" link and then the "Corporate Governance" link. The charters include information regarding each committee's composition, purpose and responsibilities.

The Board has determined that all members of the Audit Committee, Compensation Committee, Nominating Committee and NominatingGlobal Strategy Committee are independent directors as defined under the SEC and NYSE corporate governance rules, as applicable. The Board has further determined that all members of the Audit Committee qualify as financial experts under SEC rules.

The Board committees have responsibilities as follows:

Audit Committee.    This committee discharges the Board's oversight responsibility to our shareholders and the investment community regarding: (i) the integrity of our financial statements and financial reporting processes; (ii) our internal accounting systems and financial and operational controls; (iii) the qualifications and independence of our independent registered public accounting firm; (iv) the performance of our internal audit function and our independent registered public accounting firm; and (v) our compliance with ethics programs, including our Code of Business Ethics, and legal, regulatory and risk oversight requirements.

In carrying out these duties, this committee maintains free and open communication between the Board, our independent registered public accounting firm, our internal auditors and management. This committee meets with management, our internal audit staff and our independent registered public accounting firm at least quarterly. In addition, this committee conducts quarterly conference calls with management and our independent registered public accounting firm prior to our earnings releases to discuss the results of our independent registered public accounting firm's quarterly reviews and fiscal year-end audit.

Compensation and Human Resources Committee.    This committee discharges the Board's responsibilities related to executive officer and director compensation, including the establishment of our executive officer and director compensation philosophies, and evaluation of our CEO. Oversight responsibilities of this committee include succession planning and compensation-related risk oversight. This committee also oversees the development

Table of Contents

and evaluation of, and approves, equity-based and other incentive compensation and other employee benefit plans of a compensatory nature, and oversees our human capital policies and programs.

Nominating, Corporate Governance and Public Policy Committee.    This committee discharges the Board's responsibilities related to general corporate governance, including Board organization, membership, training and evaluation. It also reviews and recommends to the Board corporate governance principles, presents qualified individuals for election to the Board, and oversees the evaluation of the performance of the Board and its committees. Finally, this committee oversees matters of public policy and social responsibility that affect us domestically and internationally. For additional information regarding our director nomination process, seeDirector Nomination Process beginning on page 15.17.

Finance and Investment Policy Committee.    This committee advises the Board regarding our financial policies and financial condition to help enable us to achieve our long-range goals. It evaluates and monitors the: (i) protection and

Table of Contents

safety of our cash and investments; (ii) achievement of reasonable returns on financial assets within acceptable risk tolerance; (iii) maintenance of adequate liquidity to support our activities; (iv) assessment of the cost and availability of capital; and (v) alignment of our strategic goals and financial resources.

Global Strategy Committee.    This committee was established in January 2010, but did not have assigned members or meet during the fiscal year. The committee was created to provideprovides insight, advice and counsel with respect to our strategic plans regarding connectivity, marketing, branding, customer centricity, and related enterprise initiatives. The committee will also provideconducts an ongoing critical evaluation of, and provides accountability for performance within, our strategic plans and vision.

The following table shows the date each committee was established, the number of meetings held in fiscal 20102011 and the names of the directors serving on each committee as of April 23, 2010:February 26, 2011:

Table of Contents

As previously announced, Committee membership is scheduled to change after the June 2010 Meeting as presented below:

Board Risk Oversight

Our Board is responsible for oversight of enterprise risk. The Board considers enterprise risk factors as a critical element ofin its review of business strategy and performance and ensures that there is an appropriate balance of risk and opportunity. Management is responsible for the day-to-day risk management processes, and their activities includeincluding assessing and taking actions necessary to manage risk incurred in connection with the operation of our business. Management reviews significant enterprise risks and our general risk management strategy with the Board. We believe this division of responsibilities is

Table of Contents

the most effective approach for addressing the risks we face and that our Board leadership structure supports this approach.

In connection with the Board's oversight function, each of the committees of the Board has principalcommittees have responsibility for reviewing and discussing with management those risk exposures (i) specified in their charters, or (ii) identified from time to time by the committees themselves, as follows:

•

Our Audit Committee is responsible for oversight of risk associated with our financial controls and compliance activities. The Audit Committee also oversees management's processes to identify and quantify the material risks facing us. In connection with its risk oversight role, the Audit Committee meets privately with representatives of our independent registered public accounting firm, our internal audit staff and the legal staff. Our internal audit staff, who report directly to the Audit Committee at least quarterly, assists us in identifying, evaluating and implementing risk management controls and procedures to address identified risks. Internal audit reports to the Audit Committee at least quarterly. In connection with its risk oversight

Table of Contents

role, the Audit Committee meets privately with members of our independent registered public accounting firms, our internal audit staff and the legal staff.

•

Our Compensation Committee is responsible for oversight of risk associated with our compensation plans.



•

Our Finance and Investment Policy Committee is responsible for oversight of risk associated with our investment portfolio and liquidity risks.



•

Our Nominating Committee is responsible for the oversight of boardBoard processes and corporate governance relatedgovernance-related risk, as well as, our activities in the public policy and social responsibility arenas.



•

Our Global Strategy Committee is responsible for oversight of risks associated with the Company's global strategy and execution, including changes in the global economy and environment, technological risks and market segmentation vulnerabilities.

In connection with their oversight of compensation-related risks, Compensation Committee members periodically review the most important enterprise risks to ensure that compensation programs do not encourage risk-taking that is reasonably likely to have a material adverse effect on us. With the help of the Compensation Committee's independent compensation consultant, in fiscal 2010,In 2011, Towers Watson and the Compensation Committee reviewed our compensation policies and practices for all employees, including executive officers. The review process identified our existing risk management framework and the key business risks that may materially affect us; reviewed all compensation plans and identified those plans that are most likely to impact these risks or introduce new risks; and balanced these risks against our existing processes and compensation program safeguards. The review process also took into account mitigating features contained within our compensation plan design which includes elements such as:

•

metric-based pay,



•

time matching,



•

payment for outputs,



•

goal diversification,



•

payment caps, and



•

clawbacks.

The Compensation Committee also considered otheradditional controls outside of compensation plan design which contribute to risk mitigation, including the weight placed on values in our performance management process, the independence of our performance measurement teams, and our internal control environment.

Based upon the process we employed, we determined that our compensation programs do not encourage risk-taking that is reasonably likely to result in a material adverse effect on us.

Table of Contents

Communications with the Board

Shareholders and interested parties who wish to contact the Board, the Lead Independent Director, any other individual director, or the non-management or independent directors as a group, are welcome to do so in writing, addressed to such person(s) in care of:

Mr. Joseph M. Joyce
Senior Vice President, General Counsel and Assistant Secretary
Best Buy Co., Inc.
7601 Penn Avenue South
Richfield, Minnesota 55423

Mr. Joyce will forward all written shareholder correspondence to the appropriate director(s), except for spam, junk mail, mass mailings, customer complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. Mr. Joyce may, at his discretion, forward certain correspondence, such as customer-related inquiries, elsewhere within our company for review and possible response. Comments or questions regarding our accounting, internal controls or auditing matters will be referred to the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to the Nominating Committee. Comments or questions regarding executive compensation will be referred to the Compensation Committee.

Table of Contents

ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS

General Information

Our Amended and Restated By-laws provide that the Board may consist of a maximum of 15 directors, eight of whom are designated as Class 1 directors and seven of whom are designated as Class 2 directors. Directors are elected for a term of two years, and the terms are staggered so that Class 1 directors are elected in even-numbered years and Class 2 directors are elected in odd-numbered years.

Our Board adopted, and recommends to the shareholders for approval at the Meeting, an amendment to and restatement of our Amended and Restated By-Laws to remove the maximum for the number of directors serving on our Board of Directors and to provide a manner by which the number of directors will be determined from time to time. The amendment to and restatement of our Amended and Restated By-Laws is more fully described below under "Item of Business No. 3 — Approval of an Amendment to and Restatement of our Amended and Restated By-Laws." If such amendment and restatement is adopted by the shareholders at the Meeting, our by-laws would provide that we will have one or more directors, which number of directors may be increased or decreased from time to time by the affirmative vote of a majority of the directors serving at the time the action is taken, and that each class of directors will consist, as nearly as possible, of one-half of the total number of directors constituting the entire Board.

Director Qualification Standards

We only consider director candidates who embody the highest standards of personal and professional integrity and ethics and are committed to a culture of transparency and open communication at the Board level and throughout our company. Successful candidates are dedicated to accountability and continuous improvement with a belief in innovation as a key business success factor. They are also actively engaged, and have an innate intellectual curiosity and entrepreneurial spirit. Commitment to enhancing shareholder value and representing the interests of all shareholders is also required.

In evaluating candidates for nomination as a director, the Nominating Committee considers other criteria, including a history of achievement and superior standards, ability to think strategically, a willingness to share examples based upon experience, policy-making experience, and an ability to articulate a point of view, take tough positions, and constructively challenge management. In addition, the Nominating Committee may also consider gender, ethnic and geographical diversity; independence; and general criteria such as an ability to provide informed and thoughtful counsel, mature judgment, and listening skills.

Directors must also be committed to actively engaging in his or her Board roles, with sufficient time to carry out the duties of Board and Board committee membership.

Finally, one or more of our directors must possess the education or experience required to qualify as an "audit committee financial expert" pursuant to SEC rules.

Director Nomination Process

The Nominating Committee is responsible for screening and recommending to the full Board director candidates for nomination. The Nominating Committee often engages a third-party search firm to assist in identifying appropriate candidates to consider as additions to our Board. When the Board is seeking to fill an open director position, the

Table of Contents

Nominating Committee will also consider nominations received from our shareholders, provided that proposed candidates meet the requisite director qualification standards discussed above.

When the Board elects to fill a vacancy on the Board, the Nominating Committee will announce the open position and post any additional search criteria on our Web site atwww.bby.com — select the "Investor Relations" link and then the "Corporate Governance" link. Candidates recommended by shareholders, if qualified, will be considered in the same manner as any other candidate.

The Nominating Committee will then evaluate the resumes of any qualified candidates recommended by a search firm or shareholders, as well as by members of the Board. Generally, in order to be considered for nomination, a candidate must have:

•

High professional and personal ethics and values;



•

A strong record of significant leadership and meaningful accomplishments in his or her field;



•

Broad policy-making experience;



•

The ability to think strategically;



•

Sufficient time to carry out the duties of Board membership; and



•

A commitment to enhancing shareholder value and representing the interests of all shareholders.

Table of Contents

All candidates are evaluated based on the qualification standards discussed above and the current needs of the Board.Board at the time or in the future.

Shareholder nominations must be accompanied by a candidate resume which addresses the extent to which the nominee meets the director qualification standards and any additional search criteria posted on our Web site. Nominations will be considered only if we are then seeking to fill an open director position. All nominations by shareholders should be submitted as follows:

Chairman, Nominating, Corporate Governance and Public Policy Committee
c/o Mr. Joseph M. Joyce
Senior Vice President, General Counsel and Assistant Secretary
Best Buy Co., Inc.
7601 Penn Avenue South
Richfield, Minnesota 55423

Board Diversity

Our Corporate Governance Principles specify that diversity on the Board be considered by the Nominating Committee in the director identification and nomination process. When considering candidates, the Nominating Committee seeks nominees with a broad range of experience from a variety of industries and professional disciplines, such as finance, academia, law and government, along with a diversity of gender, ethnicity, age and geographic location. The Nominating Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applied to all prospective nominees. The Board believes that diversity in the backgrounds and qualifications of the full Board should providemembers provides a significant mix of experience, knowledge and abilities that will allowallows the Board to fulfill its responsibilities.

Director Orientation and Continuing Education

Our Nominating Committee oversees the orientation and continuing education of our directors. Director orientation familiarizes directors with our strategic plans, significant financial, accounting and risk management issues, compliance programs and other controls, policies, principal officers and internal auditors, and our independent registered public accounting firm. The orientation also addresses Board procedures, directors' responsibilities, our Corporate Governance Principles, and our Board committee charters.

We also offer continuing education programs and provide opportunities to attend commercial director education seminars to assist our directors in maintaining their expertise in these areas. In addition, our directors have the opportunity to attend commercial director education seminarsareas related to their committee assignment(s) or to the work of the Board. In fiscal 2010, we conducted an orientation for two new membersBoard of the Board. We also conducted one half-day continuing education session for the Board, facilitated by the National Associationdirectors' committee assignments.

Table of Corporate Directors.Contents

Voting Information

You may vote for all, some or none of the nominees for election to the Board. However, you may not vote for more individuals than the number nominated. Each of the nominees has agreed to continue serving as a director if elected. However, if any nominee becomes unwilling or unable to serve and the Board elects to fill the vacancy, the Proxy Agents named in the proxy will vote for an alternative person nominated by the Board. Our Amended and Restated Articles of Incorporation prohibit cumulative voting, which means you can vote only once for any nominee. The affirmative vote of a majority of the voting power of the shares present and entitled to vote at the Meeting is required to elect each director nominee.

PROXY CARDS THAT ARE PROPERLY SIGNED AND RETURNED WILL BE VOTED FOR THE ELECTION OF ALL OF THE NOMINEES UNLESS OTHERWISE SPECIFIED.

Board Voting Recommendation

Management and the Board recommend that shareholders voteFOR the re-election of LisaRonald James, Sanjay Khosla, George L. Mikan III, Matthew H. Paull, Richard M. Caputo, Brian J. Dunn, Kathy J. Higgins Victor, Rogelio M. Rebolledo,Schulze, and Gérard R. VittecoqHatim A. Tyabji as Class 12 directors. If elected, each Class 12 director will hold office until the election of directors at our 20122013 Regular Meeting of Shareholders and until his or her

Table of Contents

successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

All of the nominees are currently members of the Board.

Nominees and Directors

The biographies of each of the nominees and continuing directors below contains information regarding the person's service as a director, business experience, public company director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings during the last ten years if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to determine that the person should serve as a director.

There are no family relationships among the nominees or between any nominees and any of our other directors.

Table of Contents

ITEM OF BUSINESS NO. 1

Class 12 Director Nominees:
(ages as of February 27, 2010)26, 2011)

		Ronald James, 60, has been a director since May 2004. Since 2000, he has served as president and chief executive officer of the Center for Ethical Business Cultures in Minneapolis, Minnesota, which assists business leaders in building ethical and profitable business cultures at the enterprise, community and global levels. From 1996 to 1998, he was president and chief executive officer of the Human Resources Group, a division of Ceridian Corporation, a business services company located in Minneapolis, Minnesota. From 1971 to 1996, he was with US West Communications, Inc. (now Qwest Communications), most recently serving as Minnesota's top executive officer. He gained investment fund knowledge through his service on the boards
of RBC Funds, an investment fund of the Royal Bank of Canada, and Bremer Financial Corporation, a regional community banking company. Having served on an advisory group to the United States Sentencing Commission, Mr. James speaks regularly at conferences on the subject of the board's role in creating and sustaining ethical cultures. He also serves on the boards of The Travelers Foundation, Speak the Word Church International, and the Guthrie Theater in Minneapolis, Minnesota and on a board committee for the Center for Healthcare Innovation, Allina Hospitals and Clinics in Minneapolis, Minnesota. He previously served as a director of St. Paul Companies (now The Travelers Companies, Inc.), Ceridian Corporation, and Automotive Industries, and on the boards of Allina Hospitals and Clinics and the Greater Twin Cities United Way. Mr. James brings governance expertise; large company leadership; telecommunications experience; a commitment to integrity, ethics and culture; and executive wisdom to the Board. In addition, his active participation as a consultant and educator in business ethics in academic settings, as well as for national and global organizations, provides valuable insight to the Board.
		Sanjay Khosla, 59, has been a director since October 2008. In January 2007, he joined Kraft Foods, Inc., an international food and beverage company. He currently serves as executive vice president and president for Kraft developing markets. From 2004 to 2006, Mr. Khosla was with Fonterra Co-operative Group Ltd., a multi-national dairy company based in New Zealand, where he served as managing director of its consumer and food service business. Before joining Fonterra in 2004, he had a 27-year career with Unilever PLC in India, the U.K. and Europe, culminating as senior vice president, global beverages, and chairman of Unilever's beverages category. Mr. Khosla also serves on the boards of NIIT Ltd., an IT-enabled education company in India, and
its subsidiary in the United States, Element K Corporation, as well as the Goodman Theatre in Chicago, Illinois. His many years in the consumer products industry provide Mr. Khosla with an extensive background in consumer marketing, branding, global expansion and multi-national operations. His background in these areas, along with his international perspective and history of transformational leadership, is valuable as the Board continues to focus on our global expansion and transformation.

Table of Contents

		George L. Mikan III, 39, has been a director since April 2008. In January 2011, Mr. Mikan was appointed executive vice president of UnitedHealth Group Incorporated, a diversified health and well-being company, and chief executive officer of OptumHealth, a health care management company and affiliate of UnitedHealth. From November 2006 to January 2011, he served as the executive vice president and chief financial officer of UnitedHealth Group. From February 2006 to November 2006, Mr. Mikan served as senior vice president of finance of UnitedHealth. From 2004 to 2006, Mr. Mikan was chief financial officer of UnitedHealthcare and president of UnitedHealth Networks, both affiliates of UnitedHealth. Mr. Mikan joined UnitedHealthGroup
in 1998 and has served in finance-related roles of increasing responsibility from 1998 the present, including an executive role on the corporate development group responsible for merger and acquisition activities. From 1994 to 1998, he was employed at Arthur Andersen LLP. From his years at UnitedHealth and Arthur Andersen, Mr. Mikan gained solid financial and merger and acquisitions expertise, as well as public company leadership experience. This knowledge and experience is a valuable asset to the Board as we continue to explore expansion opportunities, provide benefits for thousands of employees and position our company for financial growth.
		Matthew H. Paull, 59, has been a director since September 2003. Since June 2010, he has also served as our first Lead Independent Director. From 2001 until he retired in 2008, Mr. Paull served as corporate senior executive vice president and chief financial officer for McDonald's Corporation, which develops, operates, franchises and services a worldwide system of McDonald's restaurants. At McDonald's, Mr. Paull acquired a background in strong branding and consumer trends, knowledge that is highly relatable to our company. Prior to joining McDonald's Corporation in 1993, he was a partner at Ernst & Young LLP, specializing in international tax. He also serves on the advisory boards of Pershing Square Capital Management, a New York-based hedge fund, and
on the board of KapStone Paper and Packaging Corporation, a paper, packaging, and forest products company, as well as on the advisory board of the One Acre Fund, a non-profit organization that helps East African farmers. Mr. Paull previously served as a trustee of the Ravinia Festival Association, which offers concerts and other entertainment in suburban Chicago, Illinois, and as an advisory council member for the Federal Reserve Bank of Chicago. As a former executive professor in residence at the University of San Diego, Mr. Paull also possesses an understanding of the academic world. Due to his professional experience, Mr. Paull has significant financial acumen, knowledge of hedge funds and investments, broad understanding in global operations and extensive experience in tax matters, all of which enable Mr. Paull to make valuable contributions to our Board.

Table of Contents

		Richard M. Schulze, 70, is a founder of Best Buy. He has been an officer and director from our inception in 1966 and currently serves as our Chairman of the Board. Effective in June 2002, he relinquished the duties of CEO, having served as our principal executive officer for more than 30 years. He is on the board of trustees of the University of St. Thomas, chairman of its Executive and Institutional Advancement Committee, and a member of its Board Affairs Committee. Mr. Schulze is also chairman of the board of governors of the University of St. Thomas Business School and serves on the board of the Richard M. Schulze Family Foundation. He previously served on the boards of Pentair, Inc., a diversified industrial manufacturing company, and
The Best Buy Children's Foundation. Mr. Schulze holds an honorary doctorate of laws degree from the University of St. Thomas. As a founder of our company with over 40 years experience in the retail industry, and having built our company from a single store and three employees to a multi-national organization with over 4,100 locations and over 180,000 employees, he has an in-depth historical view of our business and branding. In addition, Mr. Schulze's deep knowledge of our culture and commitment to preserving our entrepreneurial environment provide continuity and long-term thinking to the Board.
		Hatim A. Tyabji, 66, has been a director since April 1998. Since July 2001, he has been executive chairman of Bytemobile, Inc., a wireless Internet infrastructure provider in Santa Clara, California. From 1998 to 2000, he served as chairman and chief executive officer of Saraïde, Inc., a provider of Internet and wireless data services; and from 1986 to 1998, as president and chief executive officer (and as chairman from 1992 until 1998) of VeriFone, Inc., a global transaction automation enterprise. He is also chairman of Jasper Wireless, a global networking device company. Mr. Tyabji also serves on the boards of Merchant eSolutions,  Inc.; Sierra Atlantic, Inc.; Touch Networks (Australia); and the Missile Defense Advocacy Alliance, and as an ambassador
at large for Benchmark Capital. He previously served on the boards of Ariba Inc.; Bank of America Merchant Services; Deluxe Corporation; eFunds Corporation; Novatel Wireless, Inc.; PubliCard Inc.; SmartDisk Corporation; Datacard Group; Depotpoint, Inc.; Impresse Corporation and Norand Corporation, as well as on the boards of the Carnegie Institute, the Dean's Council of the Leavey School of Business at Santa Clara University and the Dean's Council of the School of Engineering at the State University of New York at Buffalo. In 2007, Mr. Tyabji published "Husband, Wife & Company: An Honest Perspective on Success in Life and Work," a book on the interrelationships between family and career. Mr. Tyabji brings a wealth of experience in broadband and wireless technologies and is a significant contributor to the development of our technological growth and connected world strategy. His financial acumen and background as an entrepreneurial business leader are valuable assets to the Board.

Table of Contents

Class 1 Directors — Terms expire in 2012
(ages as of February 26, 2011)

		Lisa M. Caputo, 46,47, has been a director since December 2009. As of June 1, 2011, Ms. Caputo is commencing a new position as executive vice president, marketing and chief marketing officer for Citigroupcommunications of The Travelers Companies, Inc., a leading globalproperty casualty insurer. Ms. Caputo was managing director and senior banker of the Public Sector Group of Citigroup's Institutional Clients Group from 2010 to May 2011. Citigroup,  Inc. is a leading financial services company. Since JanuaryIn 2000, she has been founder, chairman and chief
executive officer ofMs. Caputo founded Citi's Women & Co. business, a membership service that provides financial education and services for women.women, and was its chairman after serving as its chief executive officer from 2000 to 2010. As such, she iswas a driving force for women in leadership, an area of focus for us. Since
joining Citi in 2000, Ms. Caputo has held other leadership positions within the Company. Prior to her most recent role, Ms. Caputo oversaw Citigroup's global marketing and corporate affairs in her role as global chief marketing officer and executive vice president from 2007 to 2010. From 2005 to 2007, Ms. Caputo acted as chief marketing and community relations officer of Citi's Global Consumer Group. Prior to that, she acted as senior managing director of business operations and planning of Citi's Global Consumer Group and also served as chief of staff to Citi's Global Consumer Group's chief executive officer. From 1998 to 1999, Ms. Caputo was vice president, global communications and synergy for Disney Publishing Worldwide, the world's largest publisher of children's books and magazines. From 1996 to 1998, she was vice president of corporate communications for CBS Corporation, a mass media company. From 1992 to 1996, Ms. Caputo served in President Bill Clinton's administration, both as press secretary for First Lady Hillary Rodham Clinton, and as deputy assistant to the President. Ms. Caputo also serves on the boards of WNET Channel 13, The Sesame Workshop, New Visions for Public Schools, the J. William Fulbright Foreign Scholarship Board and The Creative Coalition. She is a member of the International Steering Committee for FINCA International, the Advisory Council on Media Relations for Brown University, The New York Presbyterian Sloane Hospital Advisory Committee, the Women@NBCU Advisory Board, the Council on Foreign Relations and the Financial Women's Association. With her broad background with various for-profit companies and non-profit organizations, Ms. Caputo brings to the Board extensive marketing expertise, global and corporate communications experience and political savvy. She is also a highly respected, well-connected leader and is credited for her comprehensive approach, intelligence and tenacity.

Table of Contents

		Brian J. Dunn, 49,50, has been a director since June 2009 when he was also named our CEO. A 25-year26-year veteran of our company, Mr. Dunn began his career with us as a store associate in 1985 when we operated only a dozen stores. From February 2006 until being
named to his current position, Mr. Dunn served as President and Chief Operating Officer. From 2004 to 2006, Mr. Dunn was President — Retail, North America. From 2002 to 2004, he served as, Executive Vice President — Best Buy U.S. Retail. Prior to that, he held numerous positions within our company, including President — Retail, North America, Executive Vice President,served as, Senior Vice President, Regional Vice President, Regional Manager, District Manager and Store Manager. During his time with us, Mr. Dunn has made significant contributions to our market share growth, employee retention, vendor
relationships and customer satisfaction scores. Mr. Dunn also serves on the board of The Best Buy Children's Foundation. He previously served on the boards of Dick's Sporting Goods, Inc., a full-line sporting goods retailer, as well as onand the board of The Best Buy Children's Foundation. Mr. Dunn plans to complete his term on the board of Dick's Sporting Goods, Inc., but will not stand for re-election at their June 2010 meeting.Greater Twin Cities United Way. Mr. Dunn has established himself as a powerful representative of our brand, an advocate for our unique culture, and a decisive architect of organizational transformation. His personal involvement in the site selection and opening process of over five hundred stores provides him with valuable commercial real estate experience. In addition, Mr. Dunn's day-to-day leadership provides him with intimate knowledge of our operations. His reputation as a leader and success in retail, branding and market expansion are valuable assets to the Board as it looks to move forward in an ever-changing retail environment.

Table of Contents

		Kathy J. Higgins Victor, 53,54, has been a director since November 1999. Since 1994, she has been president of Centera Corporation, an executive development and leadership coaching firm that she founded, located in Minneapolis, Minnesota. From 1991 to 1994,
she was senior vice president of human resources at Northwest Airlines, Inc. (now Delta Air Lines), a commercial airline, and prior to that held senior executive positions at The Pillsbury Company (subsequently acquired by General Mills, Inc.), a producer of grain and other foodstuffs, and Burger King Corporation, which operates and franchises a worldwide system of Burger King restaurants. She is also on the board of trustees of the University of St. Thomas. Ms. Higgins Victor's roles
with these strongly-brandedhighly branded public companies and academic institution give her extensive experience in the areas of established company cultures, executive compensation and human resources. Through her professional background, Ms. Higgins Victor brings to the Board large company leadership expertise, a dedication to continuous improvement and entrepreneurial experience. In addition, her experience in executive development, succession planning and leadership coaching continues to be a valuable asset to the Board.Board, particularly in her role as Chairwoman of the Nominating Committee.
		Rogelio M. Rebolledo, 65,66, has been a director since August 2006. In 2007, Mr. Rebolledo retired from his position as chairman of PBG Mexico, the Mexican operations of The Pepsi Bottling Group, Inc., a manufacturer and distributor of Pepsi-Cola beverages. He began
his 30-year career with PepsiCo in 1976 at Sabritas, the salty snack food unit of Frito-Lay International in Mexico. He was responsible for the development of the international Frito-Lay business, first in Latin America and then in Asia. From 2001 to 2003, he was president and chief executive officer of Frito-Lay International, a producer of snack foods. He also served as president and chief executive officer of The Pepsi Bottling Group's Mexico operations from January 2004 until being named chairman. From 2001 to 2003, he was president and chief executive officer of Frito-Lay International, a producer of snack foods and subsidiary of PepsiCo. He began his 30-year career with PepsiCo in 1976 at Sabritas, the salty snack food unit of Frito-Lay International in Mexico, where he was responsible for the development of the international Frito-Lay business,
first in Latin America and then in Asia. Mr. Rebolledo also serves on the board of Kellogg Company, a manufacturer and marketer of ready-to-eat cereal and convenience foods. He previously served on the boards of The Pepsi Bottling Group; Applebee's International, Inc., a restaurant chain (now DineEquity, Inc.); and ALFA Corporation, a manufacturer of high-tech aluminum engine heads and blocks based in Mexico. His experience in oversight responsibility for multi-national operations and international expansion at Pepsi and Frito-Lay is highly valuable to the Board as it makes decisions about our international expansion. Through his time with these companies, in addition to his board service at Kellogg, Applebee's and ALFA, he brings a wealth of knowledge and experience in large company leadership, marketing, branding, international business and global market entry — key elements of our strategic priorities.

Table of Contents

		Gérard R. Vittecoq, 61,62, has been a director since September 2008. Since 2004, he has been a group president and executive office member of Caterpillar, Inc., a manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines based in Peoria,
Illinois. He has responsibilityis responsible for the company's Energy and Power Systems Group, which includes its Industrial Power Systems & Growth Markets division, Large Power Systems and Growth Markets division, Marine and Petroleum Power division, Electrical Power division, Progress Rail division / EMD and solar division. He is also responsible for driving enterprise profit and loss accountability for Caterpillar's Europe-Africa-Middle East ("EAME"), CIS (EAME) Distribution Services division, EAME Operations division, Marine, Petroleum and Power division, Electric Power division, and for the Caterpillar Production Center of Excellence division. region. He joined Caterpillar in 1975 and
has heldserved in various accountingaccounting- and finance positionsfinance-related roles within the company. From 1987 to 1990, he was in charge of strategy projects and was appointed director of strategy & planning in 1990.1990, where he served until 1995. From 1995 to 1997, he was managing director of Caterpillar France S.A. In 1997, he became managing director of Caterpillar Belgium S.A. He was elected a vice president in January 2001, overseeing the EAME Product Development & Operations division. Through Mr. Vittecoq's tenure with Caterpillar, he has gained international management experience, branding knowledge and financial expertise. He is a member of the IMD (International Institute for Management Development) Foundation board, a member of the Evian Group: Free Trade Think Tank, an executive member of the World Business Council for Sustainable Development, and a vice president of the board of the Swiss-American Chamber of Commerce.Commerce, and a board member of the Arteres Foundation, a non-profit organization that supports public medicine and healthcare in Geneva, Switzerland. Through Mr. Vittecoq's extensive tenure with Caterpillar, he has gained international management experience, branding knowledge and financial expertise. Mr. Vittecoq's background as an accomplished business leader and his financial acumen, in addition to his political savvy, are valuable assets to the Board as it focuses on our further expansion in the global marketplace.

Class 2 DirectorsDirector — Terms expire in 2011Not standing for re-election at the Meeting
(agesage as of February 27, 2010)26, 2011)

		Ronald James, 59, has been a director since May 2004. Since 2000, he has served as president and chief executive officer of the Center for Ethical Business Cultures in Minneapolis, Minnesota, which assists business leaders in building ethical and profitable business
cultures at the enterprise, community and global levels. From 1996 to 1998, he was president and chief executive officer of the Human Resources Group, a division of Ceridian Corporation, a business services company located in Minneapolis, Minnesota. From 1971 to 1996, he was with US West Communications, Inc. (now Qwest Communications), most recently serving as Minnesota's top executive officer. He gained investment fund knowledge through his service on the boards of RBC Funds, an investment fund of the Royal Bank of Canada, and Bremer Financial Corporation, a regional community banking company. Having served on an advisory group to the United States Sentencing Commission, Mr. James speaks regularly at conferences on the subject of the Board's role in creating and sustaining ethical cultures. He also serves on the boards of The Travelers Foundation, Speak the Word Church International, and the Guthrie Theater in Minneapolis, Minnesota and on a board committee for the Center for Healthcare Innovation, Allina Hospitals and Clinics in Minneapolis, Minnesota. He previously served as a director of St. Paul Companies (now The Travelers Companies, Inc.), Ceridian Corporation, Automotive Industries, and on the boards of Allina Hospitals and Clinics and the Greater Twin Cities United Way. Mr. James brings governance expertise; large company leadership; telecommunications experience; a commitment to integrity, ethics and culture; and executive wisdom to the Board. In addition, his active participation as a consultant and educator in business ethics in academic settings, as well as for national and global organizations, provides valuable insight to the Board.

Table of Contents

		Elliot S. Kaplan, 73,74, has been a director and Secretary since January 1971. Since 1961, he has been an attorney with the law firm of Robins, Kaplan, Miller & Ciresi L.L.P., Minneapolis, Minnesota, which serves as our primary external general counsel. He is also an
owner and director of the Bank of Naples in Naples, Florida. In addition, he serves on the executive board of the Minnesota Historical Society and the board of the Robins, Kaplan, Miller & Ciresi Foundation for Children, and is a trustee of the University of Minnesota Foundation. He also previously served on the boards ofinfoUSA, Inc, a direct marketing company; The Minneapolis Institute of Arts; and PACER Center, an organization that seeks to expand opportunities for children and young adults
with disabilities. His years of legal practice provide Mr. Kaplan with a deep understanding of business litigation, intellectual property litigation and licensing, antitrust and trade regulation, and corporate governance, all of which help Mr. Kaplan provide an experienced legal perspective to our Board. Mr. Kaplan also brings historical knowledge of our culture to the Board.
		Sanjay Khosla, 58, has been On April 6, 2011, Mr. Kaplan notified us that he would be retiring as a director since October 2008. In January 2007, he joined Kraft Foods, Inc., an international food and beverage company. He currently serves as executive vice president and president of Kraft developing markets and global
categories. Prior to joining Kraft, he was with Fonterra Co-operative Group Ltd., a multi-national dairy company based in New Zealand, where he served as managing director of its consumer and food service business. Before joining Fonterra in 2004, he had a 27-year career with Unilever PLC in India, the U.K. and Europe, culminating as senior vice president, global beverages, and chairman of Unilever's beverages category. Mr. Khosla also serves on the boards of NIIT Ltd., an IT-enabled education company in India, and Goodman Theatre in Chicago, Illinois. His many years in the consumer products industry provide Mr. Khosla with an extensive background in consumer marketing, branding, global expansion and multi-national operations. His background in these areas, along with his international perspective and history of transformational leadership, is valuable as the Board continues to focus on our global expansion and transformation.
		George L. Mikan III, 38, has been a director since April 2008. Since November 2006, he has been the executive vice president and chief financial officer of UnitedHealth Group Incorporated. Mr. Mikan joined UnitedHealth in 1998 and has held various executive positions
of increasing responsibility from 1998 to the present, including an executive role on the corporate development group responsible for merger and acquisition activities. From 1994 to 1998, he was employed at Arthur Andersen LLP. From his years at UnitedHealth and Arthur Andersen, Mr. Mikan gained solid financial and merger and acquisitions expertise, as well as public company leadership experience. This knowledge and experience is a valuable asset to the Board as we continue to explore growth opportunities, provide benefits for thousands of employees and position our company for financial growth.
		Matthew H. Paull, 58, has been a director since September 2003. He has also been named our first Lead Independent Director and plans to serve in that role for the upcoming year. Mr. Paull is the former corporate senior executive vice president and chief financial officer
for McDonald's Corporation, which develops, operates, franchises and services a worldwide system of McDonald's restaurants. He retired from that position in January 2008. At McDonald's, Mr. Paull acquired a background in strong branding and consumer trends, knowledge that is highly relatable to our company. Prior to joining McDonald's Corporation in 1993, he was a partner at Ernst & Young LLP, specializing in international tax. He also serves on the advisory board of Pershing Square Capital Management, a New York-based hedge fund. Mr. Paull previously served as a trustee of the Ravinia Festival Association, which offers concerts and other entertainment in suburban Chicago, Illinois, and as an advisory council member for the Federal Reserve Bank of Chicago. As a former executive professor in residenceSecretary at the University of San Diego, Mr. Paull also possesses an understanding of the academic world. Becauseend of his professional experience, Mr. Paull has significant financial acumen, knowledge of hedge fundsterm on June 21, 2011 and investments, broad experience in global operations and extensive experience in tax matters, all of which enable Mr. Paull to make valuable contributions to our Board.

Table of Contents

		Richard M. Schulze, 69, is a founder of Best Buy. He has been an officer and director from our inception in 1966 and currently serves as our Chairman of the Board. Effective in June 2002, he relinquished the duties of CEO, having served as our principal
executive officerwould not stand for more than 30 years. He is on the board of trustees of the University of St. Thomas, chairman of its Executive and Institutional Advancement Committee, and a member of its Board Affairs Committee. Mr. Schulze is also chairman of the board of governors of the University of St. Thomas Business School and serves on the board of the Richard M. Schulze Family Foundation. He previously served on the board of Pentair, Inc., a diversified industrial manufacturing company, and The Best Buy Children's Foundation. Mr. Schulze holds an honorary doctorate of laws degree from the University of St. Thomas. As a founder of our company with over 40 years experience in the retail industry, and having built our company from a single store and three employees to a multi-national organization with over 4,000 locations and over 180,000 employees, he has an in-depth view of our business and branding. In addition, Mr. Schulze's deep knowledge of our culture and commitment to preserving our entrepreneurial environment provide continuity and long-term thinking to the Board.
		Hatim A. Tyabji, 65, has been a director since April 1998. Since July 2001, he has been executive chairman of Bytemobile, Inc., a wireless Internet infrastructure provider in Santa Clara, California. From 1998 to 2000, he served as chairman and chief executive officer
of Saraïde, Inc., a provider of Internet and wireless data services; and from 1986 to 1998, as president and chief executive officer (and as chairman from 1992 until 1998) of VeriFone, Inc., a global transaction automation enterprise. He is also chairman of Jasper Wireless, a global networking device company. Mr. Tyabji also serves on the boards of Merchant eSolutions, Inc.; Sierra Atlantic, Inc.; Touch Networks (Australia); and the Missile Defense Advocacy Alliance, and as an ambassador at large for Benchmark Capital. He previously served on the boards of Ariba Inc.; Bank of America Merchant Services; Deluxe Corporation; eFunds Corporation; Novatel Wireless, Inc.; PubliCard Inc.; SmartDisk Corporation; Datacard Group; Depotpoint, Inc.; Impresse Corporation and Norand Corporation, as well as on the boards of the Carnegie Institute, the Dean's Council of the Leavey School of Business at Santa Clara University and the Dean's Council of the School of Engineeringre-election at the State University of New York at Buffalo. In 2007, Mr. Tyabji published "Husband, Wife & Company: An Honest Perspective on Success in Life and Work," a book on the interrelationships between family and career. Mr. Tyabji brings a wealth of experience in broadband and wireless technologies and is a significant contributor to the development of our technological growth and connected world strategy. His financial acumen and his background as an entrepreneurial business leader are valuable assets to the Board.Meeting.

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information about the number of shares of Best Buyour common stock beneficially owned at February 27, 2010,26, 2011, by our Chairman of the Board, our CEO, our Chief Financial Officer and each of our three other most highly compensated continuing executive officers during the most recent fiscal year. The table provides similar information for each director including the director nominees, all directors and executive officers as a group, and each person or institution that we know who beneficially owns more than 5% of the outstanding shares of Best Buyour common stock.

Table of Contents

Table of Contents

Table of Mr. Trestman's spouse as trustee of an irrevocable family trust (Mr. Trestman has disclaimed beneficial ownership of these shares); and (c) options to purchase 97,500 shares, which he could exercise within 60 days of February 27, 2010.

Contents

Table of Contents

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that our directors, executive officers and shareholders who own more than 10% of our common stock file initial reports of ownership with the SEC and the NYSE. They must also file reports of changes in ownership with the SEC and the NYSE. In addition, they are required by SEC regulations to provide us copies of all Section 16(a) reports that they file with the SEC. Based solely on a review of such Section 16(a) reports, management and the Board believe our directors, executive officers and shareholders who own more than 10% of our outstanding equity securities complied with the reporting requirements during the fiscal year ended February 27, 2010,26, 2011, except that (i) due to administrative delay (i) a report was not filed in a timely manner for a purchasewithholding of shares for tax purposes in connection with an exercise of stock options on March 1, 2010, by Carol A. Surface, Executive Vice President and Chief Human Resources Officer; (ii) reports were not filed in a timely manner for an award of equity-based incentive awards on April 7, 2010, by Joseph M. Joyce, Senior Vice President, General Counsel and Assistant Secretary; James L. Muehlbauer, Executive Vice President and Chief Financial Officer; and Kalendu Patel, Executive Vice President and President, Asia; (iii) a report was not filed in a timely manner for the sale of our common stock on April 2, 2009,21, 2010, by Mr. James; (ii) due to administrative delay,Frank D. Trestman, a former director; and (iv) a report was not filed in a timely manner for a grantwithholding of shares for tax purposes in connection with an exercise of stock options on June 23, 2009, to the spouse ofJuly 7, 2008, by Michael J. Pratt,A. Vitelli, Executive Vice President, and Chief Operating Officer — Best Buy Canada; and (iii) due to administrative delay, a report was not filed in a timely manner for several transfers of common stock on December 28, 2009, by Mr. Anderson.President—Americas.

Table of Contents

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Executive Summary

Our Compensation Discussion and Analysis ("CD&A") describes our executive compensation programs for fiscal 2011, and explains how the material elements ofCompensation Committee made its compensation decisions for our "namednamed executive officers" who are:

•

officers ("NEOs") for fiscal 2011. The NEOs are our CEO, Brian J. Dunn, Chief Executive Officer;



•

James L. Muehlbauer,Dunn; our Executive Vice President — Finance and Chief Financial Officer;



•

Officer ("CFO"), James L. Muehlbauer; and our three other most highly compensated officers: Shari L. Ballard, Executive Vice President, President — Americas*;



•

President—Americas; Michael A. Vitelli, Executive Vice President, President—Americas; and Carol A. Surface, Executive Vice President — Americas*;and Chief Human Resources Officer.

As described in this CD&A, we designed an executive compensation program for fiscal 2011 to attract and retain highly qualified executives and establish a strong relationship between executive pay and our performance based on achievement of the enterprise-wide goals and benchmarks described below.

Our key compensation decisions for fiscal 2011, as explained in further detail below, are:

•

Base Salaries.  The CEO's salary increased by 10% in recognition of his maturity in the chief executive role. The other NEOs', aside from Ms. Surface who joined us in March 2010, salaries also increased by an average of 10%, due to increased scope, scale and responsibility for our largest business unit.



•

J. Scott Wheway, Chief Executive Officer — Best Buy Europe;Short-term incentives.  We made no change to the short-term incentive target payout percentages, however, lower-than-expected enterprise performance resulted in lower payouts for our NEOs.



•

Bradbury H. Anderson, Vice ChairmanLong-term incentives.  We increased the long-term incentive awards for the NEOs to reflect tenure, external market conditions and former Chief Executive Officer;significant expansions of role. The CEO's long-term incentive award increased by 75%. The other NEOs' awards increased by an average of approximately 30%.



•

John E. Pershing,Special awards.  To replace foregone equity-based awards from her former employer, we gave our new Executive Vice President —and Chief Human Capital;Resources Officer a signing bonus and restricted stock. No other NEO received a special award.



•

Robert A. Willett, former Chief Executive Officer — Best Buy International.

---

*

Ms. BallardOther compensation.  The CEO and Mr. Vitelli's titles changed effective March 1, 2010 to the titles listed above.

For fiscal 2010, the named executive officersour other NEOs are generally participated inoffered the same compensation programsemployee benefits, perquisites and were evaluated similarly, with the exceptionother rewards offered to all of Mr. Wheway's program which is tailored to our European business. Mr. Anderson retired from the position of CEO effective June 24, 2009, and is included as a named executive officer as a result of his former CEO status. Likewise, Mr. Willett retired from our company effective January 4, 2010, and Mr. Pershing left us on February 5, 2010. Based on SEC rules, we are required to include Messrs. Anderson, Pershing and Willett as named executive officers in this proxy statement. Hereinafter, Messrs. Dunn, Muehlbauer, Vitelli, Wheway and Ms. Ballard are referred to as our continuing named executive officers. U.S.-based employees.

For ease of use, our Compensation Discussion and Analysisthis CD&A is divided into threefour sections:

1.

Philosophy, Objectives and Principles —This section describes the guiding principles that support our executive compensation programs, including our Total Rewards Philosophy and our Principles of Executive Compensation.

2.

Governance — This section details the roles and responsibilities of the parties involved in the development of our executive compensation programs, as well as the individual performance assessments and determinations of compensation for the NEOs.

3.

Factors in Decision-Making —This section describes our "Executive Compensation Framework," which is a set of internal and external factors that allow for a comprehensive, multi-faceted evaluation of total compensation. It also identifies our peer group of companies.

4.

Elements of Our Compensation and Benefit Programs —This section provides an overview of our compensation program, shows the pay mix, and provides a deeper look into each compensation element (base salary, short-term incentive, long-term incentive, restricted stock and other compensation and benefits and perquisites). In addition, it includes our executive stock ownership guidelines, tax considerations, information about our clawback rights and an overview of other relevant policies.

Collectively, these elements comprise our "Total Rewards" philosophy. We believe this approach to attracting, motivating and retaining talent creates a competitive advantage.

Objectives.Our Total Rewards philosophy seeks to:to meet the following compensation objectives:

•

Provide employees a wide array of rewards;



•

Differentiate rewards to individuals, based on their contributions;



•

Encourage and recognize experimentation, entrepreneurship and innovation; and



•

Reward employee contributions toward achieving desired financial and non-financial results.results; and



•

Maintain a flexible compensation structure that allows employees to share in our success.

We implement the Total Rewards philosophythese objectives by employing broad-based programs that are designed to align employee interests with company goals and create a common vision of success.

Compensation Objectives.    Our compensation program and policies serve the following objectives:

•

Reward employees for creating shareholder value and for achieving key strategic objectives;



•

Align long-term employee and shareholder interests;



•

Motivate employees to achieve short-term financial, operational, customer and employee outcomes that materially contribute to our sustainable, long-term corporate success;



•

Attract and retain talent necessary to develop new capabilities and enhance existing competencies; and



•

Maintain a flexible compensation structure that allows employees to share in our success.

How We DeterminePrinciples of Executive Compensation.    The Compensation Committee is responsible for determining and approving executive compensation. In addition,uses the Compensation Committee oversees the development, evaluation and approval of incentive compensation, equity-based pay and other material employee benefit plans for all employees, including our named executive officers. The Compensation Committee is authorized to delegate to management certain responsibilities regarding our employee compensation and benefit plans, as specified in the Compensation Committee's charter, which is posted on our Web site atwww.bby.com — select the "Investor Relations" link and then the "Corporate Governance" link.

The Compensation Committee established and reviews our Total Rewards philosophy and our compensation objectives, and oversees the design, competitiveness and effectiveness of compensation programs for our executive officers. During the first quarter of each fiscal year, our Human Resources leadership team ("HR") provides the Compensation Committee with compensation recommendations for the executive officers. HR's presentation includes an analysis prepared in support of the recommendations. The analysis includes a summary of the results of our application to each of our executive officers of several internal and external factors, as set forth below, which we refer to as our "Executive Compensation Framework." The internal factors are generally applied and analyzed by HR. HR has engaged a third-party compensation consultant, Towers Watson (formerly Towers Perrin), a global professional services firm, to assist in the development of compensation data that is used to facilitate the application and analysis of the external factors. The Compensation Committee reviews HR's recommendations with The Delves Group, an independent compensation consulting firm retained by the Compensation Committee, and discusses them with HR. The Compensation Committee's review is comprehensive and considers factors such as: (i) the alignment of the proposed compensation with our Total Rewards philosophy; (ii) the alignment of the proposed compensation with our compensation objectives; (iii) the overall value of the compensation package, relative to internal factors and external benchmarks; and (iv) our decision not to offer certain benefits and perquisites offered to executive officers of other large companies.

Table of Contents

The Compensation Committee recently adoptedfollowing Principles of Executive Compensation (the "Principles") intended to further assist the Compensation Committee in its review of HR's compensation proposals. Working with The Delves Group, HR and senior management, the Compensation Committee developed and approved the following principles and criteria for defining and implementing each principle:

On a going-forward basis, the Compensation Committee plans to use the Principles as a means to assess our executive compensation programsprogram and to provide guidance to management on the Compensation Committee's expectations for our overall executive compensation structure.

Principles of Executive Compensation

Table of Contents

Governance

The following table summarizes the roles of each of the key participants in the executive compensation decision-making process.

Table of Contents

Factors in Decision-Making

Executive Compensation Framework.    For fiscal 2010,2011, each element of compensation and the level of total direct compensation for each of our named executive officersNEOs was determined by referencing our Executive Compensation Framework. Our Executive Compensation Framework consists of a set of internal and external factors that allow for a comprehensive, multi-faceted evaluation of total compensation based on each individual's personal attributes and talents, the internal "value" of their role, and objective external market data. The factors are not required to carry equal weight and not all of the factors are considered in determining the compensation recommendation for each individual. We believe that the diversity of the factors included in our Executive Compensation Framework and our flexibility in their application enhances our ability to develop compensation packages that (i) further our compensation objectives, (ii) further one or more of our strategic initiatives, and (iii) produce the highest return on our compensation investment.

Table of Contents

For fiscal 2010,2011, the internal and external factors that comprised our Executive Compensation Framework were as follows:

We applied the external factors to each continuing named executive officerNEO based on a review of publicly available compensation data for our peer group of companies and the Fortune 100, and in some instances, we also consulted survey data.⁽¹⁾ We used available information and monitored actions taken by our peers to evaluate market trends and to assess the overall competitiveness of our executive compensation levels. We did not, however, seek to establish total direct compensation that falls within a prescribed range relative to our peer group of companies or the Fortune 100. In addition, the Compensation Committee may at times use our peer group of companies to evaluate:

(1)

The surveys we consulted, as well as the companies they surveyed, are listed in Appendix A.Schedule A to this CD&A, beginning on page 47.

•

The cost of the total direct compensation paid to our named executive officers;NEOs;

•

The relationship between our financial performance and the compensation paid to our named executive officers;NEOs; and

•

The relative difficulty of our incentive performance targets.

Table of Contents

Peer Group.The criteria we used to determine our peer group of companies in fiscal 20102011 was unchanged from the criteria we used in fiscal 2009.2010. Our peer group has remained stable since fiscal 2008, with few exceptions. We continue to compare ourselvesuse the same factors to select our peers: predominantly toretail or wholesale companies with the following

attributes: (i) more than $5 billion in revenue (ii) retail or wholesale operations, (iii) high growth rates, and (iv) significant revenue generated outside of the U.S. We also used lists published by Business Week and Fortune magazines to identify companies recognized as top employers, innovators and customer service providers, and other qualitative factors, for purposes of applying our selection criteria. Our peer group at the time compensation was determined for our named executive officersNEOs in fiscal 20102011 was comprised of the following companies:

•

Amazon.com, Inc.



•

Apple Inc.



•

Costco Wholesale Corporation



•

Dell Inc.



•

eBay Inc.



•

FedEx Corporation



•

Harley-Davidson, Inc.



•

Lowe's Companies, Inc.



•

Nordstrom, Inc.



•

Staples, Inc.



•

Starbucks Corporation



•

Target Corporation



•

The TJX Companies, Inc.



•

Wal-Mart Stores, Inc.



•

Walgreen Co.



•

The Walt Disney Company



•

Whole Foods Market, Inc.



•

Yahoo! Inc.

Role of Independent Compensation Consultant in Determining Compensation.    The Compensation Committee reviews HR's executive and director compensation recommendations with The Delves Group, an independent compensation consulting firm retained by the Compensation Committee. The Compensation Committee believes that this review helps ensure that HR's compensation recommendations are aligned with our stated objectives and are reasonable when compared to our peer market for executive and director talent. In addition, the engagement of an independent consultant enhances the overall independence of the Compensation Committee's decision-making and mitigates the potential for a conflict of interest involving the compensation consultant hired by HR. The Delves Group reports directly to the Compensation Committee and does not provide any consulting or other services to us.

Role of Management Compensation Consultant in Determining Compensation.    HR has engaged a third-party compensation consultant, Towers Watson, a global professional services firm, to assist in the development and analysis of external compensation data that is used to facilitate HR's executive and director compensation recommendations to the Compensation Committee. At the request of HR and with the consent of the Compensation Committee, a representative of Towers Watson regularly attends meetings of the Compensation Committee to address matters directly related to their engagement, including questions regarding external market data and related analyses. Towers Watson reports directly to HR and does not engage with the Compensation Committee, except with regard to the aforementioned matters and at the request and under the direction of HR. Towers Watson also provides non-executive compensation consulting and other services to us expressly at the direction of HR and without the direct engagement of the Compensation Committee.

Role of Chief Executive Officer in Determining Compensation.    Our CEO does not participate in or otherwise influence HR's compensation recommendations for himself. However, our CEO is generally in attendance when HR presents compensation recommendations to the Compensation Committee for our other executive officers and provides his perspective regarding the recommendations. Our CEO's performance ratings of, and his comments about, his direct reports impact the compensation of his direct reports, but his input is only one of many factors considered in determining total compensation for those

Table of Contents

individuals. Our other executive officers do not participate in the development of compensation recommendations or the approval process, although they may provide perspective on recommendations for their direct reports.

Summary of Compensation and Benefit Programs.    We maintain a variety of compensation and benefit programs in which our executive officers and other selected employees participate. These programs include, but are not limited to, our 2004 Omnibus Stock and Incentive Plan, as amended ("Omnibus Plan"), our Executive Officer Short-Term Incentive Program ("Executive Officer STIP"), our Long-Term Incentive Program established under the Omnibus Plan ("LTIP"), our 2008 Employee Stock Purchase Plan ("ESPP"), our Retirement Savings Plan and our Fifth Amended and Restated Deferred Compensation Plan ("Deferred Compensation Plan").

Table of Contents

Elements of Our Compensation for Named Executive Officersand Benefit Programs

Elements of Compensation.Overview.    The fiscal 20102011 compensation for our named executive officersNEOs included the following elements:

During fiscal 2010, special circumstances or events arose which resulted in unique compensation arrangements. Those arrangements for the named executive officers are described inSpecial Circumstances, on page 40.

Analysis of Compensation Elements

Fiscal 2010 Target Compensation.2011 Pay Mix.    The Compensation Committee does not establish a set pay mix for our executive officers. However, our executive compensation program does emphasize long-term compensation versus short-term compensation. As a result of the decisions the Compensation Committee made, theThe resulting target pay mix for fiscal year 2011 for our CEO and our other NEOs, on average, is shown below. Actual salary levels, short-term incentive awards (identified in the table below as "STI" and discussed in

Table of Contents

our other executive officers, on average, for fiscal year 2010 is shown below. Actual salary levels, short-term incentive awardsfurther detail inShort-Term Incentive) and long-term incentive awards (identified in the table below as "LTI" and discussed in further detail inLong-Term Incentive) vary based on factors in the Executive Compensation Framework.

CEO		Other NEOs on average

Each element in the target pay mix is discussed below and shown in theSummary Compensation Table on page 49.

Base Salary.    The Compensation Committee generally determines base salary levels for the named executive officers and other executive officers during the first quarter of each fiscal year, with changes becoming effective during such quarter. The base salaries for the named executive officers that became effective in the first quarter of fiscal 2010 were established based on an assessment of each officer under our Executive Compensation Framework. For fiscal 2010, the base salaries at the end of fiscal 2010 and fiscal 2009, respectively, for the continuing named executive officers and the key factors considered were as follows:

Table of Contents

Table of Contents50.

Table of Contents

Prior to entering into his employment arrangement in June 2009, Mr. Anderson's annual salary remained unchanged at $1,265,000 from fiscal 2009 for the first four months of fiscal 2010. The employment arrangement for Mr. Anderson is discussed as part of Director Compensation on page 60 and as part ofSpecial Circumstances, beginning on page 40. The fiscal 2010 base salaries for Messrs. Pershing and Willett remained unchanged from fiscal 2009 at $414,000 and $850,000, respectively.

Short-Term Incentive.    For fiscal 2010, the named executive officers, except for Mr. Wheway, were eligible for performance-based, short-term incentive awards pursuant to our Executive Officer STIP. From May 2009, through July 2009, Mr. Wheway was eligible for the International Leadership STIP. Beginning in August 2009, Mr. Wheway was eligible for a performance-based, short-term incentive award tailored to provide a balanced score card between Best Buy brand operations in Europe and CPW brand/operations in Europe. Mr. Wheway's fiscal 2010 short-term incentive award is described inSpecial Circumstances, beginning on page 40. Fiscal 2010 Executive Officer STIP payments were made in two installments, at the mid-point and end of the fiscal year.

Fiscal 2010 Executive Officer STIP awards were payable in cash and were expressed as a target payout percentage of each eligible named executive officer's base salary. The target payout percentages for each of our eligible named executive officers fell within a range of 65% to 200%. The target payout percentage for each eligible named executive officer was set within this range based on the application of our Executive Compensation Framework, with particular emphasis placed on the internal job ranking of each position and taking into consideration external market data factors for equivalent roles. We believe that it is important that a higher percentage of total cash compensation for higher ranking positions be linked to our performance. In addition, we considered the value of total cash compensation in light of the external factors described inBase Salary, beginning on page 33, to ensure
The Compensation Committee generally determines base salary levels for the NEOs and other executive officers during the second quarter of each fiscal year, with changes becoming effective during that we remain competitivequarter. The base salaries for the NEOs that became effective in the marketsecond quarter of fiscal 2011 ("Fiscal 2011 Base Salary") were established based on an assessment of each officer under our Executive Compensation Framework. The Fiscal 2011 Base Salary and the comparable Fiscal 2010 Base Salary for executive talent.each of the NEOs, as well as the key factors the Compensation Committee considered, were as follows:

Table of Contents

Table of Contents

Short-Term Incentive We believe that it is important that a higher percentage of total cash compensation for higher ranking positions be linked to our performance. For fiscal 2010, our Executive Officer STIP was structured2011, the NEOs were eligible for performance-based, short-term incentive awards pursuant to support our fiscal 2010 business priorities: (i) increasing domestic market share, (ii) efficient2011 Short-Term Incentive Program ("STI"). Fiscal 2011 STI awards were payable in cash and effective enterprise, (iii) connected world,were expressed as a target payout percentage of salary. The NEOs' fiscal 2011 STI payments were made after the end of the fiscal year.

The fiscal 2011 STI is comprised of several different plans that have unique performance criteria to align with the varying responsibilities and geographic areas served by the group of employees eligible for each plan. For fiscal 2011, Messrs. Dunn and Muehlbauer and Ms. Surface were eligible for the Enterprise Executive STI Plan and Ms. Ballard and Mr. Vitelli were eligible for the Americas Regional STI Plan.

Fiscal 2011 STI Performance Criteria.    In May 2010, the Compensation Committee approved the performance criteria, in the form of metrics, and the target performance levels for each metric for each of the fiscal 2011 STI plans. The performance metrics were designed to support our fiscal 2011 business priorities, specifically centering on profitable growth and margin. Net operating profit was included as a key metric because it reflects the decisions and actions of a short-term environment while still taking sales, general and administrative expenses into account. The Americas Regional STI Plan metrics were designed to provide consistency with the Enterprise Executive STI Plan metrics, but focus more directly on the performance of our businesses in the United States, Canada and Mexico. Since Ms. Ballard and Mr. Vitelli's roles specifically involve the management of the businesses in these regions, these metrics are more appropriate for their scope of responsibility, while Messrs. Dunn and Muehlbauer and Ms. Surface's responsibilities apply to the entire enterprise, regardless of region.

In establishing the target performance levels, the Compensation Committee considered our historical performance and target setting practices, as well as investor and market expectations.

Table of Contents

The following tables set forth the performance metrics and target performance target levels, as well as our actual fiscal 2011 performance against each metric for the Enterprise Executive STI Plan and Americas Regional STI Plan:

Enterprise Executive STI Plan (Messrs. Dunn and Muehlbauer and Ms. Surface)⁽¹⁾

Americas Regional STI Plan (Ms. Ballard and Mr. Vitelli)⁽¹⁾

Determination of Fiscal 2011 STI Target Payout.    In June 2010, the Compensation Committee approved the total fiscal 2011 target compensation for each NEO, including approval of the target payout percentages for our NEOs under the fiscal 2011 STI. The Compensation Committee generally applies a tiered approach in determining the potential target payout percentages for each NEO, establishing a target payout at 100%, 125% or 200% of salary for each individual. The specific target payout percentage for each NEO is determined by applying our Executive Compensation Framework, with particular emphasis placed on the following factors:

•

internal job ranking of each position;



•

each NEO's job responsibilities and expertise;



•

internal pay equity among the NEOs; and



•

external market data factors for equivalent roles.

Table of Contents

For fiscal 2011, the NEOs did not receive an increase in their target payout percentages and, therefore, the tiered target payouts of 100%, 125% or 200% of salary remained the same as the NEOs' target payouts for fiscal 2010. For each of the metrics, the NEOs could earn zero to two times their weighted target payout percentage for that metric, making the maximum fiscal 2011 STI payout two times their target payout percentage. However, due to lower-than-expected performance, fiscal 2011 STI payouts were actually reduced from fiscal 2010. Since we did not exceed our threshold performance level for two out of the three performance metrics in the Enterprise Executive STI Plan and three out of the four performance metrics in the Americas Regional STI Plan, the only metrics to have weight in the determination of the fiscal 2011 STI payments for our NEOs were Enterprise GPR and Americas GPR, respectively. The fiscal 2011 target payout percentages and the actual fiscal 2011 STI payout for each NEO are set forth in the table below: