8-K

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): February 24, 2022

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THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in Charter)

 __________________

Delaware	1-8207	95-3261426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2455 Paces Ferry Road, Atlanta, Georgia 30339

(Address of Principal Executive Offices) (Zip Code)

(770) 433-8211

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 __________________

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 (see General Instruction A.2 below):

☐ 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, $0.05 Par Value Per Share	HD	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).

Emerging growth company ☐

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 24, 2022, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors of The Home Depot, Inc. (the “Company’) elected Ms. Paula Santilli and Ms. Caryn Seidman-Becker as directors of the Company effective March 1, 2022. The Board also appointed Ms. Santilli to serve on the Nominating and Corporate Governance Committee and the Finance Committee of the Board, and Ms. Seidman-Becker to serve on the Leadership Development and Compensation Committee and the Nominating and Corporate Governance Committee of the Board, in each case effective March 1, 2022. The Board has determined that Ms. Santilli and Ms. Seidman-Becker are “independent” under the Corporate Governance Standards of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines. Ms. Santilli and Ms. Seidman-Becker will each participate in the standard non-employee director compensation arrangements described in the Company’s 2021 proxy statement, filed with the Securities and Exchange Commission on April 5, 2021.

A copy of the press release announcing Ms. Santilli’s and Ms. Seidman-Becker’s election is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release of The Home Depot, Inc.
104	The cover page of this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

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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.

	THE HOME DEPOT, INC.
Date: February 24, 2022	By:	/s/ Teresa Wynn Roseborough
	Name:	Teresa Wynn Roseborough
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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EX-99.1

Exhibit 99.1

The Home Depot Names Paula Santilli and Caryn Seidman-Becker to its Board of Directors

ATLANTA, Feb. 24, 2022 – The Home Depot®, the world’s largest home improvement retailer, today announced the appointment of Paula Santilli, CEO of PepsiCo Latin America, and Caryn Seidman-Becker, chair and CEO of CLEAR, to its board of directors, effective March 1, 2022. Following the appointment of Santilli and Seidman-Becker, The Home Depot will have 14 directors.

Santilli has served as CEO of PepsiCo Latin America since 2019. Previously, she served in various leadership positions at PepsiCo Mexico Foods, including president, chief operating officer, and vice president and general manager. Prior to joining PepsiCo Mexico Foods, she held a variety of leadership positions with PepsiCo in Mexico and in the Latin America Southern Cone region comprising Argentina, Uruguay and Paraguay. Santilli joined PepsiCo in 2001, following PepsiCo’s acquisition of the Quaker Oats Company, where she held various roles of increasing responsibility, including running the regional Quaker Foods and Gatorade businesses in Argentina, Chile and Uruguay.

Santilli will serve on The Home Depot board’s finance committee and the nominating and corporate governance committee. She brings extensive strategic management and leadership experience in retail, marketing and international operations.

Seidman-Becker is the co-founder, chair and CEO of CLEAR, a secure identity platform operating in travel, health care, sports and entertainment. Prior to CLEAR, she founded and was the managing partner of Arience Capital, a more than $1 billion value-oriented asset management firm focused on investing in companies across a broad spectrum of industries, including consumer, technology, aerospace and defense. Prior to Arience Capital, she served as managing director at Iridian Asset Management, an investment advisor firm, and assistant vice president at investment bank Arnhold and S. Bleichroeder.

Seidman-Becker will serve on the nominating and corporate governance committee and the leadership development and compensation committee for The Home Depot’s board. She brings significant strategic management experience, operational insights, technology expertise, and financial management expertise.

“I’m pleased to welcome Paula and Caryn to our board of directors,” said Craig Menear, chairman and CEO of The Home Depot. “Their extensive leadership experience and expertise in retail, technology, and international operations will be instrumental to The Home Depot as we work to provide the best interconnected retail experience to customers across North America.”

ABOUT THE HOME DEPOT

The Home Depot is the world’s largest home improvement specialty retailer. At the end of the fourth quarter, the company operated a total of 2,317 retail stores in all 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, 10 Canadian provinces and Mexico, including 14 stores in the U.S. from a small acquisition completed during the second quarter of fiscal 2021. The company employs approximately 500,000 associates. The Home Depot’s stock is traded on the New York Stock Exchange (NYSE: HD) and is included in the Dow Jones industrial average and Standard & Poor’s 500 index.

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For more information, contact:

Financial Community	News Media
Isabel Janci	Sara Gorman
Vice President of Investor Relations and Treasurer	Senior Director, Corporate Communications
770-384-2666	470-332-2367
isabel_janci@homedepot.com	sara_gorman@homedepot.com

XML

Cover	Feb. 24, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 24, 2022
Entity Registrant Name	HOME DEPOT, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8207
Entity Tax Identification Number	95-3261426
Entity Address, Address Line One	2455 Paces Ferry Road
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30339
City Area Code	770
Written Communications	false
Soliciting Material	false
Local Phone Number	433-8211
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.05 Par Value Per Share
Trading Symbol	HD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000354950