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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Home Depot, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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(LOGO)
THE HOME DEPOT, INC.
To our Stockholders:
On behalf of the Board of Directors, it is our pleasure to invite you to
attend the Annual Meeting of Stockholders of The Home Depot, Inc.
As shown in the formal notice enclosed, the meeting will be held at the
Cobb Galleria Centre, 2 Galleria Parkway, Atlanta, Georgia 30339, on Wednesday,
May 29, 1996, at 10:00 a.m. At the meeting, in addition to acting on the matters
described in the Proxy Statement, we will give a current report on the
activities of the Company. Stockholders will have an opportunity at that time to
comment on or to inquire about the affairs of the Company that may be of
interest to stockholders generally. If you will need special assistance at the
meeting because of a disability, please contact Mr. Don Singletary, Vice
President-Employee Relations, Home Depot U.S.A., Inc., 2727 Paces Ferry Road,
Atlanta, Georgia 30339-4089. An interpreter for persons who are hearing impaired
will be provided.
The subjects proposed for action at the meeting are the election of four
directors, the approval of an amendment to the Senior Officers' Bonus Pool Plan
and the conduct of such other business as may properly come before the meeting.
It is important that your shares be represented at this meeting in order
that the presence of a quorum may be assured. Whether or not you plan to attend
the meeting, you are urged to date, sign and mail the enclosed proxy card in the
envelope provided.
Thank you for your support.
Sincerely,
/s/ Bernard Marcus
Bernard Marcus
Chairman and Chief Executive Officer
/s/ Arthur M. Blank
Arthur M. Blank
President and Chief Operating Officer
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THE HOME DEPOT, INC.
2727 PACES FERRY ROAD
ATLANTA, GEORGIA 30339-4089
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 29, 1996
NOTICE is hereby given that the Annual Meeting of Stockholders of The Home
Depot, Inc., a Delaware corporation (the "Company" or "Home Depot"), will be
held in accordance with its By-Laws at the Cobb Galleria Centre, 2 Galleria
Parkway, Atlanta, Georgia 30339, Wednesday, May 29, 1996, at 10:00 a.m. for the
following purposes:
(1) To elect four (4) directors for terms ending with the 1999 Annual
Meeting of Stockholders and until their successors are elected and
qualified;
(2) To approve an amendment to the Senior Officers' Bonus Pool Plan;
and
(3) To conduct such other business as may properly come before the
meeting.
The Common Stock of the Company should be represented as fully as possible
at the Annual Meeting. Therefore, it will be appreciated if you will sign and
return the enclosed proxy at your earliest convenience. You may, of course,
change or withdraw your proxy at any time prior to the voting at the meeting.
However, signing and returning the proxy timely will assure your representation
at the Annual Meeting.
The Board of Directors has fixed the close of business on April 2, 1996, as
the record date for the determination of holders of Common Stock of the Company
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof. A list of stockholders entitled to vote at the meeting will be
available for inspection by any stockholder for any purpose germaine to the
meeting during ordinary business hours from May 20 through May 29, 1996, at the
corporate offices of the Company.
By Order of the Board of Directors
/s/ Bernard Marcus
Bernard Marcus
Chairman of the Board of Directors,
Chief Executive Officer and
Secretary
Atlanta, Georgia
April 15, 1996
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN,
DATE AND RETURN YOUR PROXY.
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THE HOME DEPOT, INC.
2727 PACES FERRY ROAD
ATLANTA, GEORGIA 30339-4089
(770) 433-8211
PROXY STATEMENT
SOLICITATION OF PROXIES FOR ANNUAL MEETING
INTRODUCTION
The enclosed proxy is being solicited by the Board of Directors of Home
Depot for use at the 1996 Annual Meeting of Stockholders of the Company to be
held at 10:00 a.m. on Wednesday, May 29, 1996, at the Cobb Galleria Centre, 2
Galleria Parkway, Atlanta, Georgia 30339, or at any adjournments thereof (the
"Annual Meeting").
Certain directors, officers and employees of the Company may solicit
proxies by telephone, telegram, mail or personal contact. In addition, the
Company has retained D.F. King & Co., Inc., New York, New York, to assist in the
solicitation of proxies and will pay such firm a fee, estimated not to exceed
$10,000, plus reimbursement of expenses. Arrangements will be made with brokers,
nominees and fiduciaries to send proxies and proxy material at the Company's
expense to their principals. This Proxy Statement is first being mailed on or
about April 15, 1996, to stockholders of record on April 2, 1996.
The shares held by each stockholder who signs and returns the enclosed
proxy will be counted for purposes of determining the presence of a quorum at
the meeting unless such proxy shall be timely revoked. If the enclosed form of
proxy is executed and returned, it may, nevertheless, be revoked at any time
before it is voted by written notice to the Secretary of the Company or by a
stockholder personally attending and voting his or her shares at the meeting.
The total number of shares of stock of the Company outstanding and entitled
to vote at the Annual Meeting is 477,990,360 consisting of Common Stock, par
value $.05 per share. Each share of the Company's Common Stock entitles the
holder to one vote with respect to all matters to come before the meeting, and
all of such shares vote as a single class. Only stockholders of record at the
close of business on April 2, 1996, are entitled to notice of, and to vote at,
the Annual Meeting. A majority of the outstanding shares will constitute a
quorum at the meeting. Abstentions and broker non-votes are counted for purposes
of determining the presence or absence of a quorum for the transaction of
business. Abstentions are counted in tabulations, but not as an affirmative
vote, of the votes cast on proposals presented to stockholders, whereas broker
non-votes are not counted for purposes of determining whether a proposal has
been approved. A plurality of the votes cast at the meeting is necessary for the
election of directors. The affirmative vote of the holders of a majority of the
votes cast at the meeting is necessary for approval of an amendment to the
Senior Officers' Bonus Pool Plan. Management knows of no person who owns
beneficially more than five percent of the outstanding shares of Common Stock of
the Company.
The Annual Report to Stockholders of the Company for the fiscal year ended
January 28, 1996, including financial statements (the "Annual Report"), is being
mailed concurrently with this Proxy Statement to all stockholders of record as
of April 2, 1996, except for accounts where the stockholder had filed a written
request to eliminate duplicate reports. In addition, the Company has provided
brokers, dealers, banks, voting trustees and their nominees, at Company expense,
with additional copies of the Annual Report so that such record holders could
supply such material to beneficial owners as of April 2, 1996. ADDITIONAL COPIES
OF THE ANNUAL REPORT AND THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED JANUARY 28, 1996, TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(the "Form 10-K"), BUT WITHOUT EXHIBITS TO THE FORM 10-K, ARE OR WILL BE
AVAILABLE WITHOUT CHARGE, UPON REQUEST. SEE "AVAILABILITY OF FORM 10-K AND
ANNUAL REPORT TO STOCKHOLDERS."
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Each properly executed proxy received in time for the meeting will be voted
as specified therein. If a stockholder does not specify otherwise, the shares
represented by his or her proxy will be voted in accordance with the
recommendations by the Board of Directors as follows: FOR the election of
Bernard Marcus, Donald R. Keough, Kenneth G. Langone and one new nominee, John
L. Clendenin, to the Board of Directors of the Company; and FOR the approval of
an amendment to the Senior Officers' Bonus Pool Plan.
COMMON STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows information as to "beneficial ownership" of the
Common Stock of the Company, as of January 28, 1996, by each person known by the
Company to be the "beneficial owner" of more than five percent of such Common
Stock, by each present director and nominee of the Company, by certain executive
officers, and by the directors and all executive officers of the Company as a
group (20 persons). The determinations of "beneficial ownership" of the
Company's Common Stock are based upon responses to Company inquiries which cited
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act"). Such Rule provides that shares shall be deemed so owned where a person
has, either solely or in conjunction with others, the power to vote or to direct
the voting of shares and/or the power to dispose, or to direct the disposition
of shares; or where a person has the right to acquire any such power within 60
days after the date such "beneficial ownership" is determined. Except as
disclosed in the notes to the table, each person has sole voting and investment
powers with respect to the whole number of shares shown as beneficially owned by
him or her.
SHARES OF PERCENT
COMMON STOCK OF
NAME OF BENEFICIAL OWNER BENEFICIALLY CLASS
(AND ADDRESS IF "BENEFICIAL OWNERSHIP" EXCEEDS 5%) OWNED (1)
- ----------------------------------------------------------------------- ------------ --------
Bernard Marcus(2)...................................................... 14,762,202 3.09
Arthur M. Blank(3)..................................................... 8,292,926 1.73
Kenneth G. Langone(4).................................................. 4,600,000 0.96
Milledge A. Hart, III.................................................. 1,365,210 *
Berry R. Cox........................................................... 1,100,000 *
Ronald M. Brill(5)..................................................... 624,891 *
Frank Borman(6)........................................................ 222,816 *
James W. Inglis(7)..................................................... 211,813 *
Bruce W. Berg(8)....................................................... 203,758 *
Donald R. Keough(9).................................................... 9,999 *
M. Faye Wilson(10)..................................................... 8,500 *
John L. Clendenin(11).................................................. 1,000 *
Johnnetta B. Cole...................................................... 325
Directors and Executive Officers as a group(12)........................ 32,333,578 6.78
- ---------------
* Less than 1%
(1) Based on 477,106,270 shares outstanding on January 28, 1996.
(2) Includes 5,611 shares credited to Mr. Marcus' account under the Company's
Employee Stock Ownership Plan. Does not include 169,876 shares held by Mr.
Marcus' wife as trustee of a trust for his children of which Mr. Marcus may
be deemed to have shared voting and investment powers. Mr. Marcus disclaims
beneficial ownership of such shares.
(3) Includes 5,611 shares credited to Mr. Blank's account under the Company's
Employee Stock Ownership Plan. Includes 465,400 shares held by two private
charitable trusts of which Mr. Blank has voting and investment powers. Does
not include 11,376 shares held by Mr. Blank's wife of which Mr. Blank may
be deemed to have shared voting and investment powers. Does not include
290,739 shares which are held by others as co-trustees for the children of
Mr. Blank. Mr. Blank disclaims beneficial ownership of such shares.
(4) Does not include 1,009 shares held by Mr. Langone's wife of which Mr.
Langone may be deemed to have shared voting and investment powers and
15,406 shares held by Invemed Associates, Inc., an investment company of
which Mr. Langone is President and Chairman. Mr. Langone disclaims
beneficial ownership of such shares.
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(5) Includes 5,611 shares credited to Mr. Brill's account under the Company's
Employee Stock Ownership Plan. Includes 17,064 shares held by a private
charitable trust of which Mr. Brill has shared voting and investment
powers. Does not include 67,158 shares which are held by his wife or by his
wife or Mr. Brill as custodians for their children of which Mr. Brill may
be deemed to have shared voting and investment powers. Mr. Brill disclaims
beneficial ownership of such shares. Includes 92,136 shares under stock
options which are exercisable within 60 days.
(6) Includes 208,192 shares held by a trust of which Col. Borman and his wife
have shared voting and investment powers. Includes 14,624 shares held by a
private foundation of which Col. Borman has shared voting and investment
powers.
(7) Includes 5,611 shares credited to Mr. Inglis' account under the Company's
Employee Stock Ownership Plan. Includes 9,300 shares held by a private
foundation of which Mr. Inglis has shared voting and investment powers and
85,886 shares under stock options which are exercisable within 60 days.
(8) Includes 5,611 shares credited to Mr. Berg's account under the Company's
Employee Stock Ownership Plan. Includes 82,662 shares under stock options
which are exercisable within 60 days.
(9) Does not include 400 shares held by Mr. Keough's wife of which Mr. Keough
may be deemed to have shared voting and investment powers. Mr. Keough
disclaims beneficial ownership of such shares. Includes 5,000 shares under
stock options which are exercisable within 60 days.
(10) Includes 7,500 shares under stock options which are exercisable within 60
days.
(11) Holdings are as of February 29, 1996. Mr. Clendenin had no shares prior to
such date.
(12) Includes 63,231 shares credited to accounts under the Company's Employee
Stock Ownership Plan. Includes 646,624 shares under stock options which are
exercisable within 60 days from January 28, 1996, and does not include
certain shares held by their spouses and held by their spouses as custodian
for their children.
I. ELECTION OF DIRECTORS
AND INFORMATION REGARDING DIRECTORS
The Company's Certificate of Incorporation, as amended, provides that, "The
directors shall be divided into three classes, designated Class I, Class II and
Class III . . ." The terms of the present Class I directors shall expire at the
Annual Meeting of Stockholders in 1996.
The Board of Directors has nominated three incumbent Class I directors,
Bernard Marcus, Donald R. Keough, Kenneth G. Langone, and one new nominee, John
L. Clendenin, for terms expiring at the Annual Meeting of Stockholders in 1999.
The following information is provided concerning directors of Home Depot
and nominees for election as directors. Positions held by executive officers are
for the Company and/or its subsidiaries.
BERNARD MARCUS, age 66, is one of the co-founders of Home Depot and has
been its Chairman of the Board of Directors and Chief Executive Officer ("CEO")
since its inception in 1978. He serves on the Board of Directors of Wachovia
Bank of Georgia, N.A., National Service Industries, Inc. and the New York Stock
Exchange, Inc. Mr. Marcus also serves on the Board of the newly-formed National
Foundation for the Centers for Disease Control and Prevention and is Chairman of
the Board of The Marcus Center, which provides support services for persons with
developmental disabilities and their families. In addition, he is a member of
the Advisory Board and Board of Directors of the Shepherd Center in Atlanta,
Georgia and Vice President and member of the Board of The City of Hope, a
charitable organization in Duarte, California.
DONALD R. KEOUGH, age 69, was President, Chief Operating Officer and a
director of The Coca-Cola Company until his retirement in 1993. Mr. Keough has
been a director of Home Depot since 1993. Mr. Keough is also Chairman of the
Board of Allen & Company Incorporated, a privately held investment banking firm,
and serves on the boards of National Service Industries, Inc., H. J. Heinz
Company, The Washington Post Company and McDonald's Corporation. Mr. Keough is a
past Chairman of the Board of Trustees of the University of Notre Dame and is a
trustee of several other educational institutions. Mr. Keough also serves on the
boards of a number of national charitable and civic organizations.
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KENNETH G. LANGONE, age 60, is one of the co-founders of Home Depot and has
been a director of the Company since 1978. Mr. Langone is Chairman of the Board,
Chief Executive Officer, President and Managing Director of Invemed Associates,
Inc., a New York Stock Exchange member firm engaged in investment banking and
brokerage. Mr. Langone serves on the Board of Directors of Unifi, Inc., Patlex
Corporation, Baby Superstore, Inc., GMIS, Inc., St. Jude Medical, Inc. and
United States Satellite Broadcasting Company, Inc. Mr. Langone also serves on
the boards of a number of charitable and educational organizations.
JOHN L. CLENDENIN, age 61, has been Chairman of the Board, President and
Chief Executive Officer of BellSouth Corporation for at least the past five
years. Mr. Clendenin serves on the Board of Directors of BellSouth Corporation,
Coca-Cola Enterprises, Inc., Equifax, Inc., Providian Corporation, Springs
Industries, Inc., The Kroger Company, RJR Nabisco Holdings Corp., Wachovia
Corporation and the New York Stock Exchange, Inc. Mr. Clendenin is Chairman of
the Committee for Economic Development and the National Junior Achievement Board
and a member of the Board of Governors of the American Red Cross.
If any nominee becomes unwilling or unable to serve, which is not expected,
the proxies are intended to be voted for a substitute person to be designated by
the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE "FOR" THE PROPOSAL TO ELECT BERNARD MARCUS, DONALD R. KEOUGH,
KENNETH G. LANGONE AND JOHN L. CLENDENIN AS CLASS I DIRECTORS OF THE COMPANY TO
HOLD OFFICE UNTIL THE 1999 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR
SUCCESSORS ARE ELECTED AND QUALIFIED.
The following Class II directors were elected at the Annual Meeting of
Stockholders in 1995 and their present terms expire with the Annual Meeting of
Stockholders in 1998:
ARTHUR M. BLANK, age 53, has been President, Chief Operating Officer
("COO") and a director of Home Depot since its inception in 1978; and is,
together with Mr. Bernard Marcus and Mr. Kenneth G. Langone, a co-founder of the
Company. Mr. Blank serves as a member of the Board of Trustees of North Carolina
Outward Bound School, a non-profit corporation; serves on the Board of Trustees
of Emory University; serves on the Board of Councilors of the Carter Center of
Emory University and the Board of Directors of Cox Enterprises, Inc. and Post
Properties, Inc.
MILLEDGE A. HART, III, age 62, has been a director of the Company since
1978. Mr. Hart is Chairman of the Board of Hart Group, Inc., a private
management services company. Mr. Hart is also Chairman of the Board of Rmax,
Inc., an insulation manufacturing company, and Axon, Inc., a residential/
commercial service company.
M. FAYE WILSON, age 57, has been a director of the Company since 1992. Ms.
Wilson was Managing Director of Mergers and Acquisitions for Security Pacific
Hoare Govett in London from 1987 until she returned to California in 1991 as
Executive Vice President for Security Pacific Financial Services Systems, Inc.
Since the merger in 1992 between BankAmerica Corporation and Security Pacific
Corporation, Ms. Wilson has been Executive Vice President of Bank of America
NT&SA. Since November 1993, Ms. Wilson has also served as Chairman of the Board
and President of Security Pacific Financial Services, Inc.
JOHNNETTA B. COLE, age 59, has been a director of the Company since 1995.
Since 1987 Dr. Cole has served as President of Spelman College in Atlanta,
Georgia, and is the first African-American woman to head Spelman College, a
post-secondary educational institution. Dr. Cole also serves as a member of the
Board of Directors of Coca-Cola Enterprises, Inc., Management Training
Corporation, NationsBank of Georgia and Merck & Co., Inc. Dr. Cole also serves
on the boards of a number of charitable, civic and educational organizations.
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The following Class III directors were elected at the Annual Meeting of
Stockholders in 1994 and their present terms expire with the Annual Meeting of
Stockholders in 1997:
FRANK BORMAN, age 68, has been a director of the Company since 1983. Col.
Borman (U.S. Air Force, ret.) retired as the Chairman of the Board and Chief
Executive Officer of Eastern Air Lines, Inc. in 1986. Since 1986, Col. Borman
has served on the Board of Directors of Continental Holdings, Inc., and since
1988, as Chairman of the Board, President and Chief Executive Officer of Patlex
Corporation. Col. Borman also serves as a director of Outboard Marine
Corporation, Thermo Instrument Systems, American Superconductor Corporation and
is also a member of the Board of Trustees of the National Geographic Society.
RONALD M. BRILL, age 52, has been Executive Vice President and Chief
Administrative Officer ("CAO") of the Company since August 1995. Mr. Brill
joined Home Depot as its Controller in 1978, was elected Treasurer in 1980, Vice
President-Finance in 1981, Senior Vice President and Chief Financial Officer
("CFO") in 1984, Executive Vice President and CFO in 1993, and elected as a
director in 1987. Mr. Brill serves on the Board of Trustees of the Atlanta
Jewish Federation and the Atlanta Jewish Community Center; the boards of the
Atlanta High Museum of Art and Pilchuck Glass School and the Governing Board of
Woodward Academy.
BERRY R. COX, age 42, has been a director of the Company since 1978. For
the past eighteen years, Mr. Cox has been a private investor, with interests in
oil and gas, real estate, and equities.
Each director who is not an employee of the Company is paid for service on
the Board of Directors a retainer at the rate of $30,000 per annum and an
additional $1,000 for each meeting of the Board of Directors attended. Home
Depot also reimburses each director for reasonable expenses in attending
meetings of the Board of Directors. Directors who are also employees of the
Company are not separately compensated for their services as directors.
Home Depot's Board of Directors has the following committees:
(a) The Executive Committee is comprised of Messrs. Marcus, Blank, and
Langone. This Committee exercises the authority of the Board of Directors
in accordance with the By-Laws of the Company between meetings of the
Board.
(b) The Audit Committee is comprised of Messrs. Borman, Cox, Hart,
Keough and Ms. Wilson. This Committee was established to oversee the
auditing procedures of the Company, to receive and accept the reports of
the Company's independent certified public accountants, to oversee the
Company's internal systems of accounting and management controls, and to
make recommendations to the full Board of Directors as to the selection and
appointment of auditors for the Company. The Committee held two meetings
during fiscal 1995.
(c) The Stock Option Committee is comprised of Messrs. Marcus, Blank,
and Langone. This Committee considers and makes grants of stock options
pursuant to the Company's 1991 Omnibus Stock Option Plan and Employee Stock
Purchase Plan and administers such plans.
(d) The Compensation Committee is comprised of Messrs. Borman, Cox and
Keough. This Committee reviews and recommends to the Board of Directors the
appropriate compensation of directors and executive officers of the
Company. The Committee held three meetings during fiscal 1995.
(e) The Directors' Nominating Committee is comprised of Messrs.
Marcus, Hart, Langone and Dr. Cole. This Committee is charged with making
recommendations to the full Board for the selection of director nominees.
There is no formal procedure for the submission of stockholder
recommendations. The Committee held one meeting during fiscal 1995.
During fiscal 1995, the Board of Directors of the Company had four
meetings. All directors attended at least seventy-five percent of the meetings
of the Board and of the Committees of the Board of which they were members
during that period.
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COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The following persons served as members of the Compensation Committee of
the Board of Directors during the fiscal year ended January 28, 1996: Frank
Borman, Berry R. Cox and Donald R. Keough. None of the members of the
Compensation Committee were employed by the Company.
INSIDER TRANSACTIONS
Kenneth G. Langone, a director of the Company, is Chairman of the Board and
President of Invemed Associates, Inc. ("Invemed"), which provides investment
banking consulting services to the Company under a written contract which is
cancelable by either party upon sixty days written notice. The contract provides
for the Company to pay Invemed an annual consulting fee of $100,000. The Company
contemplates utilizing the services of and paying a similar amount to Invemed in
fiscal 1996.
M. Faye Wilson, a director of the Company, is an Executive Officer of Bank
of America NT&SA ("Bank of America"). Bank of America provides a variety of
banking services to the Company, including deposit and cash management services,
letters of credit and capital market products. In addition, BankAmerica, the
parent company of Bank of America, provided a $95,000,000 loan commitment to
Home Depot as a participating bank under the $800,000,000 Credit Agreement dated
as of December 20, 1995. In the opinion of management, the banking services,
fees and terms of the credit arrangement are fair and reasonable and as
favorable to the Company as those which could have been obtained from unrelated
third parties at the time of the transaction.
Mr. Milledge A. Hart, III, a director of the Company, is Chairman of the
Board and a substantial stockholder of Axon, Inc., a company which provides
installed sales services, and Rmax, Inc., a company which sells isocyanurate
foam insulation. Axon, Inc. and Rmax, Inc. were vendors to the Company in fiscal
1995 for which Axon, Inc. and Rmax, Inc. received payments in the amount of
$345,000 and $577,000, respectively. In the opinion of management, the terms and
conditions of purchases from these vendors are fair and reasonable and as
favorable to the Company as those which could have been obtained from unrelated
third parties. The Company contemplates utilizing the services of Axon, Inc. and
Rmax, Inc. in fiscal 1996.
II. AMENDMENT TO THE SENIOR OFFICERS' BONUS POOL PLAN
The Senior Officers' Bonus Pool Plan (the "SOBP") was established by the
Compensation Committee of the Board of Directors of the Company (the
"Committee") and approved by the stockholders at the 1994 Annual Stockholders
Meeting and thereafter amended at the 1995 Annual Stockholders Meeting.
The SOBP is being amended and presented to the stockholders for their
approval at the 1996 Annual Stockholders Meeting so that the threshold amount as
established by the Committee (the "Earnings Threshold") shall be automatically
set each year at the prior year's net earnings and that the maximum payout
awardable under the SOBP shall be set at $4,000,000 for each of the next five
fiscal years, commencing in the 1996 fiscal year. Therefore, the Company does
not anticipate the need to seek approval in the future annually from the
stockholders regarding the SOBP.
The only participants in the SOBP are the Company's Chief Executive Officer
("CEO") and President ("COO"). The SOBP is intended to be, and the Committee
believes that the SOBP qualifies as, performance-based compensation and
accordingly that all sums paid thereunder should be deductible by the Company.
Beginning in 1994, the Omnibus Budget Reconciliation Act of 1993 ("OBRA"),
limits the tax deductibility of executive compensation paid by publicly held
corporations to $1 million per employee, subject to various exceptions including
compensation based on performance goals. The SOBP allows the CEO and the COO
collectively to earn a bonus equal to ten percent of the Company's earnings in
excess of the Earnings Threshold, which through fiscal year 1995 was subject to
an annual maximum established by the Committee.
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The Earnings Threshold for fiscal 1996 is equal to $731,523,000, which is
approximately equal to the Company's net earnings for fiscal 1995. Monies
payable from the SOBP are to be shared equally between the CEO and COO. Under
the terms and conditions of the SOBP, the performance goals for fiscal 1995 were
met and the CEO and COO each received their respective bonus.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THIS
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
EXECUTIVE OFFICERS AND THEIR COMPENSATION
The following table sets forth all cash compensation paid by the Company
and its subsidiaries (for the purposes of this section collectively referred to
as the "Company") to the Chief Executive Officer ("CEO") and the four most
highly compensated executive officers for services rendered in all capacities
during the Company's last three fiscal years:
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
FISCAL SALARY BONUS COMPENSATION OPTIONS(1) COMPENSATION(2)
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) ($)
- ------------------------------- ------ ------- --------- ------------ ------------ ---------------
Bernard Marcus................. 1995 600,000 2,000,000 1,597 -- 165,829
Chairman of the Board, CEO, 1994 600,000 2,000,000 4,895 -- 165,829
and Secretary 1993 600,000 2,080,000 2,216 -- 161,918
Arthur M. Blank................ 1995 600,000 2,000,000 1,536 -- 38,825
Chief Operating Officer and 1994 600,000 2,000,000 2,915 -- 38,825
President 1993 550,000 1,920,000 4,500 -- 24,914
Ronald M. Brill................ 1995 457,885 153,200 5,631 15,250 28,191
Executive Vice President, 1994 435,385 170,000 5,718 27,500 32,818
CAO, and Assistant Secretary 1993 404,615 161,212 3,080 2,133 18,907
James W. Inglis................ 1995 456,731 35,673 1,319 12,250 26,083
Executive Vice President 1994 446,923 110,000 925 2,500 31,142
1993 425,384 107,500 1,174 2,133 19,047
Bruce W. Berg.................. 1995 365,481 110,000 6,151 12,250 23,413
President -- Southern 1994 346,923 130,000 3,687 2,500 25,266
Division 1993 325,384 82,500 2,934 2,133 19,387
- ---------------
(1) Messrs. Marcus and Blank do not participate in the stock option plans.
(2) The Company has had in effect various plans and arrangements which may not
be available generally to all its salaried employees and which provide for
cash or non-cash compensation for one or more of its executive officers.
Certain plans and arrangements are described in the remainder of this
section.
The Company's Employee Stock Ownership Plan and Trust (the "ESOP"), adopted
during fiscal 1988, is a defined contribution and employee stock ownership plan
qualified under the Internal Revenue Code of 1986, as amended (the "Code"), and
is available to all employees pursuant to the ESOP's Eligibility to Participate
provisions. The ESOP is funded solely by contributions from the Company and
generally invests only in Common Stock of the Company. Contributions are
allocated to each participant's account on the basis of his or her individual
compensation as defined in the ESOP. Participants' accounts are fully vested
once seven years of service (as defined in the ESOP) are completed or employment
is terminated by reason of death, disability or retirement.
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The Company's contribution to the ESOP for the fiscal year ended January
28, 1996, was $14,000,000. Allocations of the Company's Common Stock for the
last fiscal year were valued at $6,464 for each of Messrs. Marcus, Blank, Brill,
Inglis and Berg.
The Company adopted an ESOP Restoration Plan in fiscal 1994. The primary
purpose of the Plan is to provide certain employees deferred compensation that
they would have received under the ESOP if not for the maximum compensation
limits under the Code. The ESOP Restoration Plan is an unfunded arrangement
under which separate bookkeeping accounts are maintained for each participant.
Participants' accounts are credited with "stock units" which have a value equal
to the market value of the Company's Common Stock as of the date of such
crediting. All material terms of the Plan including vesting and distribution are
the same as the ESOP. Allocations for the last fiscal year were $23,536 for each
of Messrs. Marcus and Blank, $18,909 for Mr. Brill, $16,661 for Mr. Inglis and
$13,651 for Mr. Berg.
The Company, in fiscal 1995, enabled Messrs. Marcus, Blank, Brill, Inglis
and Berg to obtain life insurance in the amounts of $8,000,000, $800,000,
$250,000, $250,000, and $250,000, respectively, pursuant to a "split dollar"
plan under which the Company pays the gross annual premium of $135,829, $8,825,
$2,818, $2,958 and $3,298, respectively.
STOCK OPTIONS
At the Annual Meeting of Stockholders in 1991, the stockholders approved
the 1991 Omnibus Stock Option Plan (the "1991 Plan") providing for stock options
to key employees and newly elected non-employee directors. The 1991 Plan became
effective June 1, 1991 and continues for a ten year term, except that any stock
options granted under the 1991 Plan will continue to be effective pursuant to
the terms of each grant beyond the expiration of the 1991 Plan.
All of the Company's stock option plans are administered by the Stock
Option Committee of the Board of Directors. The Stock Option Committee
determines the number of shares granted and the option exercise price, but such
price may not be less than one hundred percent of the fair market value of
Common Stock on the grant date.
The following tables reflect certain information with respect to stock
options granted under the Company's stock option plans to and those exercised by
certain executive officers (excluding Messrs. Marcus [CEO] and Blank [COO] who
do not participate in the stock option plans) for the last fiscal year:
OPTION GRANTS IN THE LAST FISCAL YEAR
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
----------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR
OPTIONS EMPLOYEES OR BASE OPTION TERM
GRANTED IN FISCAL PRICE EXPIRATION -----------------
NAME (#) YEAR (%) ($/SH) DATE 5%($) 10%($)
- -------------------------------------- ---------- ---------- -------- ---------- ------- -------
Ronald M. Brill....................... 15,250 0.21 36.875 10/26/05 353,655 896,231
James W. Inglis....................... 12,250 0.16 36.875 10/26/05 284,083 719,923
Bruce W. Berg......................... 12,250 0.16 36.875 10/26/05 284,083 719,923
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END(#) FY-END($)
SHARES VALUE ------------- -----------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------- ----------- -------- ------------- -----------------
Ronald M. Brill.......................... 6,187 250,144 54,090/98,830 754,321/1,161,744
James W. Inglis.......................... 6,187 258,651 54,090/70,830 754,321/983,869
Bruce W. Berg............................ 8,849 323,724 54,090/67,606 754,321/888,089
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committees of the Board of Directors have
furnished the following report on executive compensation:
Under the supervision of the Compensation and Stock Option Committees of
the Board of Directors, the Company has developed and implemented compensation
policies, plans and programs ("Compensation Policies") which seek to structure
executive compensation consistent with the Company's overall business strategy,
philosophy and objectives. The Compensation Policies are intended to embody a
"pay-for-performance" philosophy which rewards executives for long-term
strategic management and enhancement of stockholder value by providing ownership
incentives in the Company and a performance-oriented environment that measures
rewards against personal and Company goals. The Company believes this philosophy
attracts, retains and motivates key executives critical to the long-term success
of the Company.
This compensation philosophy is implemented through compensation packages
which include various cash components and non-cash components. Although no
formal analysis of industry compensation was conducted by the Compensation
Committee, base salaries are generally set somewhat below competitive levels so
that the Company relies to a large degree on annual and longer term "incentive"
compensation.
Beginning in 1994, the Omnibus Budget Reconciliation Act of 1993 ("OBRA")
limits the deductibility of executive compensation paid by publicly held
corporations to $1 million per employee subject to various exceptions, including
compensation based on performance goals.
The deductibility limitation generally does not apply to compensation based
on performance goals where (1) the performance goals are established by a
compensation committee which is comprised solely of two or more outside
directors; (2) the material terms are disclosed to stockholders and approved by
majority vote of the stockholders eligible to vote thereon before the
compensation is paid and (3) before the compensation is paid, the compensation
committee certifies that the performance goals and other material terms have
been satisfied. Pursuant to OBRA and Internal Revenue Service ("IRS")
regulations adopted thereunder, a director will not be an outside director if
such person, among other things, receives compensation for personal services in
any capacity other than as a director. The Company has chosen to not immediately
seek stockholder approval and related amendments for potential compensation in
excess of $1 million relating to its stock option plan. The Company has until
1997 to accomplish this pursuant to IRS regulations.
The Compensation Committee of the Board of Directors of the Company (the
"Committee") has established a Senior Officers' Bonus Pool ("SOBP") for its
Chief Executive Officer ("CEO") and President ("COO"). The SOBP is intended to
be, and the Committee believes that the SOBP qualifies as, performance-based
compensation and accordingly that all sums paid thereunder should be deductible
by the Company. The stockholders approved the SOBP at the 1994 Annual Meeting of
Stockholders and thereafter amended it at the 1995 Annual Meeting of
Stockholders, in order to comply with a "safe harbor" under regulations adopted
under OBRA. The SOBP allows the CEO and the COO collectively to earn a bonus
equal to ten percent of the Company's earnings in excess of a threshold amount
as established by the Committee
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(the "Earnings Threshold"), which through fiscal year 1995 was subject to an
annual maximum established by the Committee. The Earnings Threshold for fiscal
1996 is equal to $731,523,000, which is approximately equal to the Company's net
earnings for fiscal 1995. Monies payable from the SOBP are to be shared by the
CEO and COO at the ratio of fifty percent each. The SOBP is being amended and
presented to the stockholders for their approval at the 1996 Annual Meeting of
Stockholders so that the Earnings Threshold shall be automatically set each year
at the prior year's net earnings and that the maximum payout awardable under the
SOBP shall be set at $4,000,000 for each of the next five fiscal years,
commencing in fiscal year 1996. Accordingly, under the terms and conditions of
the SOBP, the performance goals for fiscal 1995 were met and certified by the
Committee and the CEO and COO each received their respective bonus.
The Committee bases its belief that the SOBP is performance-based on, among
other things, the fact that the amount of the Company's earnings in any year are
not capable of being ascertained with certainty at the start of such year,
statements in the IRS regulations that performance goals need not be based upon
an increase or positive result under a company's business criterion and may
include maintaining the status quo or limiting economic losses and the
Committee's belief that achievement of an earnings threshold which is at least
equal to the level of the prior year's earnings is subject to substantial
uncertainty, even in light of the Company's historical earnings growth.
Nevertheless, neither the Company nor the Committee can give any assurance that
the IRS will agree that the SOBP is performance-based. In the event that the
SOBP was deemed by the IRS not to be performance-based, the Company would have
the option to contest such determination, forego the deduction for sums in
excess of the deductible limit, modify the SOBP for future years or any
combination of the foregoing.
Payments under the SOBP to the CEO and COO comprise approximately
seventy-seven percent of each of their total cash compensation in fiscal 1995.
From fiscal 1988 until fiscal 1992, the CEO and COO declined to accept
recommendations from the Compensation Committee for increases to the maximum
amount in the SOBP. In the 1992 fiscal year, the Compensation Committee
increased the maximum amount in the SOBP for the CEO and COO from $2 million to
$4 million. The increase in the maximum amount awardable under the SOBP from
prior years was based upon the Committee's assessment of the CEO's and COO's
contributions to the Company as reflected in the multiple measures of the
Company's financial performance since the last increase in the maximum
compensation awardable under the SOBP including, without limitation, increases
in net earnings, net sales, net earnings per share, total assets and
stockholder's equity. The Committee also considered the Company's market share,
geographic expansion and market penetration and marketing innovations. The
Committee did not assign formal weights to particular measures and the relative
weighing of the importance of such measures was based on the subjective
perception of the individual members of the Committee. The Committee was also
cognizant of the total compensation levels of certain other executives of
similar position in the specialty retail industry and other companies similar in
size.
In setting annual salaries, the Compensation Committee reviews with the CEO
an annual salary plan recommended by the CEO and COO for the Company's executive
officers. The annual salary plan is based on numerous subjective factors which
include performance merit increases and responsibility levels. The annual salary
plans for both the CEO and COO are established by the Compensation Committee
based on available compensation data, including compensation data for the
specialty retail industry and other companies similar in size, the Committee's
assessment of such officers' past performance and the Committee's expectation of
their future contributions in leading the Company. The Committee does not
purport to scientifically or statistically sample compensation data for other
companies. Accordingly, compensation data for other companies may, but need not,
include companies in the specialty retail group or the S&P 500, usually is
historical in nature, and may be limited to that available from public sources.
To the extent that comparative data is utilized, the Committee believes a
subjective comparison is required to account for the numerous variables between
Home Depot and other companies and notes that compensation levels and operating
performance of other companies can be influenced by a variety of factors both
within and without the control of such other companies. Similarly, differences
in size, performance and type of business advise, in the Committee's view,
against a mechanistic compensation approach, purportedly based on objective
criteria. While type of business and broad market indexes may be appropriate
measures of historical company
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performance, the Committee currently believes neither grouping should be
accorded any special ranking in its compensation deliberations.
In setting overall compensation, the Committee was cognizant that certain
independent third party performance evaluations reported in the financial press,
and purportedly based on objective criteria, deemed the Company's CEO
undercompensated (only CEOs were studied in the surveys). The Committee believes
similar compensation levels would have been recommended by such studies with
respect to the Company's COO, had such position been studied. Despite the
Committee's assessment that a substantial increase in compensation could be
justified, the Committee has honored the request of the CEO and COO that their
maximum compensation under the SOBP remain the same and that the majority of
their cash compensation continue to be awarded pursuant to the SOBP.
All executive officers (other than the CEO and COO) participate in the
Company's Corporate Management Bonus Plan ("CMBP") under which they are eligible
to earn a bonus up to fifty percent of their annual base salary depending on
personal performance and the Company's performance relative to criteria such as
gross margin return on investment, return on assets and sales target levels.
Fifty percent of such bonus may be awarded based solely on subjective
evaluations and the remaining fifty percent is based on performance with respect
to the objective criteria enumerated below. During the 1995 fiscal year, based
upon these objective and subjective performance assessments all of the executive
officers other than the CEO and COO were awarded bonuses as reflected in the
Summary Compensation Table contained elsewhere in the proxy statement.
The exact objective criteria employed depend on the officer's
responsibilities and such performance criteria may be computed by various
methods depending on the Committee's assessment of the best match between job
duties and performance criteria. Gross Margin Return On Investment ("GMROI") is
calculated by dividing gross margin by net sales and multiplying the resulting
number by net sales divided by average inventory at cost. Return On Assets is
calculated in the same manner as GMROI except net income before taxes and
interest replaces gross margin and total assets, which is composed of average
retail inventory and changes in fixed assets, replaces inventory. In calculating
Return On Assets, for officers with non-merchandising positions, total assets
are defined as average total assets based on the Company's balance sheet.
Minimum bonuses are payable if ninety-five percent of planned results are
achieved and maximum bonuses are paid upon the achievement of one hundred
fifteen percent of planned results. Bonus payments, as a percentage of salary,
increase on a linear basis for the achievement of results between ninety-five
percent and one hundred fifteen percent of planned results although the slope of
line (i.e., relative percentage) varies depending on the placement within the
range and the nature of the officer's duties. Minimum bonuses based on the
application of the foregoing formulas generally are payable in an amount equal
to but not less than one percent of salary assuming ninety-five percent of
planned results are achieved.
The Committee believes that disclosure of actual targets under the CMBP
could adversely affect the Company since, among other things, such projections
are not publicly disclosed and could place the Company at a competitive
disadvantage with respect to hiring and retaining key employees and could
potentially expose the Company to claims by third parties based on such
projections, especially since such projections are not intended as a predictor
of future performance on which the public should rely. The CMBP is subject to
adjustment based on, among other things, adjustments to scheduled store opening
dates and other non-anticipated events, and the Company may adjust the CMBP,
including targets and utilized criteria, at such time or times as the Company,
in its sole discretion, determines that the original projections or the bases
therefor were materially incorrect.
A large portion of the executive officers' total compensation is tied to
stock performance, thus more closely aligning their interests with the long-term
interests of stockholders. This is accomplished through several stock plans. The
Company's 1991 Omnibus Stock Option Plan and its Employee Stock Purchase Plan
are administered by the Stock Option Committee of the Board of Directors which
coordinates its activities with those of the Committee. Annually, at the
discretion of the Stock Option Committee, stock options are granted to all
executive officers and key employees, excluding both the CEO and COO, to
purchase stock at the then current market price. The stock option grant size is
determined by the Stock Option Committee and
11
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based on the individual's position within the Company and job performance
rating. Individual job performance ratings are based on performance reviews
compiled by one or more of the officers to whom an officer reports and such
officer's perceived relative performance and abilities when compared with other
employees of the Company. Stock option grants made since fiscal 1991 are
exercisable at a rate of twenty-five percent per year commencing on the first or
second year after the date of grant (depending on the type of stock option
granted) with a total stock option term of ten years. The Company's stock
options historically have been financially rewarding when the Company's stock
price has shown dramatic increases. To the extent that the public market does
not, in the Committee's view, fairly value the Company, the Committee may
consider decreasing the portion of compensation tied to stock performance. The
executive officers, excluding the CEO and COO, may also purchase stock at a
discount through the Employee Stock Purchase Plan. The Company's CEO and COO
have chosen not to participate in the Company's 1991 Omnibus Stock Option and
Employee Stock Purchase Plans due to their already large stock ownership as
shown elsewhere in the proxy statement. Of course, they have benefited along
with other stockholders in the historical increases in the market value of the
Company's Common Stock. All executive officers including the CEO and COO
participate in the Company's Employee Stock Ownership Plan and the ESOP
Restoration Plan (the "ESOP Plans") whereby their vested interests increase in
value, without any outlay of funds by the employees, through seniority,
increases in the market value of the Company's Common Stock and discretionary
annual contributions to the ESOP Plans by the Company. Such discretionary
contributions to the ESOP Plans are determined by the Company's Board of
Directors based on the Company's performance and are typically distributed to
the Plan participants, including participating executive officers, based on a
percentage of the participants' base salary.
The tables included in the proxy statement and accompanying narrative
footnotes, reflect the decisions covered by the above discussion. The foregoing
report has been furnished by the members of the following committees:
Compensation Committee: Stock Option Committee:
Frank Borman Bernard Marcus
Berry R. Cox Arthur M. Blank
Donald R. Keough Kenneth G. Langone
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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN ON $100 INVESTMENT
AMONG HOME DEPOT, S&P 500 AND S&P SPECIALTY RETAIL GROUP
ASSUMING REINVESTMENT OF DIVIDENDS
[GRAPH]
S&P
MEASUREMENT PERIOD SPECIALTY RETAIL S&P 500
(FISCAL YEAR COVERED) HOME DEPOT GROUP INDEX
2/3/91 100.00 100.00 100.00
2/2/92 216.09 136.71 122.96
1/31/93 343.30 178.78 135.96
1/30/94 277.46 171.99 152.45
1/29/95 337.61 176.39 154.22
1/28/96 320.45 159.38 206.43
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick, LLP were the auditors of the Company during the fiscal
year ended January 28, 1996. Although the Board of Directors has not yet
selected auditors for the present fiscal year, it is expected that KPMG Peat
Marwick, LLP will be chosen. A representative of that firm will be present at
the Annual Meeting with an opportunity to make a statement and will be available
to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholders who desire to submit to the Company proposals for inclusion in
the Company's proxy materials for the 1997 Annual Meeting of Stockholders of The
Home Depot, Inc. must submit such proposals to the Secretary of the Company by
December 16, 1996.
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OTHER MATTERS
During fiscal 1995, Mr. Kenneth G. Langone, a director of the Company,
failed to timely file one Form 4 on a transaction by Invemed Associates, Inc.
Management does not intend to present to the Annual Meeting any business
other than the items stated in the "Notice of Annual Meeting of Stockholders"
and knows of no other business to be presented for action at the meeting. If,
however, any other business should properly come before the meeting or any
adjournments thereof, it is intended that all management proxies will be voted
with respect thereto in accordance with the best judgment of the persons named
in the proxies.
AVAILABILITY OF FORM 10-K
AND ANNUAL REPORT TO STOCKHOLDERS
Copies of Home Depot's Annual Report to Stockholders for the fiscal year
ended January 28, 1996, which includes certain financial information about the
Company, are currently being mailed together with this Proxy Statement to
stockholders. Additional copies of such Annual Report along with copies of Home
Depot's Annual Report on Form 10-K for the fiscal year ended January 28, 1996,
as filed with the Securities and Exchange Commission (exclusive of documents
incorporated by reference), are available without charge to stockholders upon
written request to Investor Relations, The Home Depot, Inc., 2727 Paces Ferry
Rd., Atlanta, Georgia 30339-4089.
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APPENDIX A
PROXY THE HOME DEPOT, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS ON MAY 29, 1996.
The undersigned stockholder hereby appoints BERNARD MARCUS, ARTHUR M.
BLANK and RONALD M. BRILL, and each of them, attorneys and proxies for the
undersigned with full power of substitution, to act and vote, with the powers
the undersigned would possess if personally present, at the Annual Meeting of
Stockholders of The Home Depot, Inc. to be held at the Cobb Galleria Centre,
Atlanta, Georgia, on Wednesday, May 29, 1996, at 10:00 a.m., and any
adjournments thereof, as directed below with respect to the matters set forth
below and with discretionary authority on all matters that may properly come
before the meeting, all as more fully described in the Proxy Statement received
by the undersigned stockholder. If no direction is made, the proxy will be
voted "FOR" the approval of item number 1, the election of BERNARD MARCUS,
DONALD R. KEOUGH, KENNETH G. LANGONE and JOHN L. CLENDENIN, "FOR" the approval
of item number 2, the amendment to the Senior Officers' Bonus Pool Plan and in
the discretion of the named proxies as to any other matter that may properly
come before the meeting or any adjournments thereof.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
SEE REVERSE SIDE
19
X Please mark
__ votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR
THE APPROVAL OF SUCH AMENDMENT TO THE PLAN.
1. Election of Directors
NOMINEES: Bernard Marcus, Donald R. Keough, Kenneth G. Langone and
John L. Clendenin
FOR WITHHELD
/ / / /
------------------------------
For all nominees
except as noted above
2. Approval of an Amendment to the
Company's performance-based
Senior Officers' Bonus Pool Plan
FOR AGAINST ABSTAIN
/ / / / / /
20
MARK HERE
FOR ADDRESS CHANGE
AND NOTE AT LEFT
-----------------
PLEASE MARK, SIGN AND DATE HEREON AND
RETURN PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign exactly as name appears at left.
When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such. If a
corporation, please sign in full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Signature: Date:
---------------------- ---------
Signature: Date:
---------------------- ---------