UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2020
|
|
| LOWE’S COMPANIES, INC. |
| (Exact name of registrant as specified in its charter) |
|
| | | | | | |
| | North Carolina | | 1-7898 | | 56-0578072 | |
| | (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) | |
|
| | | | | | | | |
| | 1000 Lowe’s Blvd. | | | | | |
| | Mooresville, | NC | | 28117 | |
| | (Address of principal executive offices) | | (Zip Code) | |
| | | | | | | | | |
| | Registrant’s telephone number, including area code | | (704) | 758-1000 | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
| |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
| | | | |
| | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
| | Common Stock, par value $0.50 per share | LOW | New York Stock Exchange | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
| |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of shareholders (the “Annual Meeting”) of Lowe’s Companies, Inc. (the “Company”) held on May 29, 2020, shareholders approved an amendment to the Bylaws of the Company that lowered the threshold ownership requirement to call a special meeting of shareholders from 25% to 15% of shares outstanding.
The foregoing summary in this Item 5.03 does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated on May 29, 2020, attached hereto as Exhibit 3.1 and incorporated herein by reference.
| |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
For more information on the proposals submitted to shareholders at the Annual Meeting held on May 29, 2020, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2020. Set forth below are the final voting results for each of the proposals submitted to the Company’s shareholders at the Annual Meeting.
Proposal 1: Election of Directors
|
| | | |
| | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES |
| Raul Alvarez | 551,784,072 | 7,901,876 | 102,795,789 |
| David H. Batchelder | 555,709,852 | 3,976,096 | 102,795,789 |
| Angela F. Braly | 549,725,635 | 9,960,313 | 102,795,789 |
| Sandra B. Cochran | 554,789,346 | 4,896,602 | 102,795,789 |
| Laurie Z. Douglas | 555,927,461 | 3,758,487 | 102,795,789 |
| Richard W. Dreiling | 519,792,567 | 39,893,381 | 102,795,789 |
| Marvin R. Ellison | 557,786,592 | 1,899,356 | 102,795,789 |
| Brian C. Rogers | 556,902,701 | 2,783,247 | 102,795,789 |
| Bertram L. Scott | 554,285,154 | 5,400,794 | 102,795,789 |
| Lisa W. Wardell | 557,782,271 | 1,903,677 | 102,795,789 |
| Eric C. Wiseman | 551,642,598 | 8,043,350 | 102,795,789 |
Proposal 2: Advisory approval of Lowe’s named executive officer compensation in fiscal 2019
|
| | | |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| 523,333,611 | 34,950,799 | 1,401,538 | 102,795,789 |
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as Lowe’s independent registered public accounting firm for fiscal 2020
|
| | | |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| 635,611,603 | 26,190,198 | 679,936 | N/A |
Proposal 4: Approve amendment to Company’s Bylaws reducing the ownership threshold to call special shareholder meetings to 15% of outstanding shares
|
| | | |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| 551,753,352 | 6,959,616 | 972,980 | 102,795,789 |
Proposal 5: Approve the Lowe’s Companies, Inc. 2020 Employee Stock Purchase Plan
|
| | | |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| 556,240,969 | 2,740,453 | 704,526 | 102,795,789 |
Proposal 6: Shareholder proposal to reduce the ownership threshold to call special shareholder meetings to 10% of outstanding shares
|
| | | |
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES |
| 186,393,059 | 371,573,196 | 1,719,693 | 102,795,789 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| | | |
| | LOWE’S COMPANIES, INC. | |
| | | | |
| Date: June 2, 2020 | By: | /s/ Ross W. McCanless | |
| | Name: | Ross W. McCanless | |
| | Title: | Executive Vice President, General Counsel and Corporate Secretary | |
