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.  )

Filed by the Registrant ☒

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))

☒
Definitive Proxy Statement

 ☐
Definitive Additional Materials

 ☐
Soliciting Material pursuant to §240.14a-12

 

BEST BUY CO., 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 all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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

NOTICE OF 2022 REGULAR MEETING OF SHAREHOLDERS

Time:	9:00 a.m., Central Time, on Thursday, June 9, 2022
Place:	Online at www.virtualshareholdermeeting.com/BBY2022
Internet:	Submit pre-meeting questions online by visiting www.proxyvote.com and attend the Regular Meeting of Shareholders online at www.virtualshareholdermeeting.com/BBY2022
Items of Business:	1.	To elect the eleven director nominees listed herein to serve on our Board of Directors for a term of one year.
	2.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2023.
	3.	To conduct a non-binding advisory vote to approve our named executive officer compensation.
	4.	To transact such other business as may properly come before the meeting.
Record Date:	You may vote if you were a shareholder of Best Buy Co., Inc. as of the close of business on Monday, April 11, 2022.
Proxy Voting:	Your vote is important. You may vote via proxy as a shareholder of record:
	1.	By visiting www.proxyvote.com on the internet;
	2.	By calling (within the U.S. or Canada) toll-free at 1-800-690-6903; or
	3.	By signing and returning your proxy card if you have received paper materials.

For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee.

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

	By Order of the Board of Directors
Richfield, Minnesota	Todd G. Hartman
April 27, 2022	Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

REGULAR MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2022:

 

This Notice of 2022 Regular Meeting of Shareholders and Proxy Statement and our Annual Report on

Form 10-K for the fiscal year ended January 29, 2022, are available atwww.proxyvote.com.

Help us make a difference by eliminating paper proxy mailings to your home or business. As permitted by rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily via the internet. On or about April 27, 2022, we mailed or otherwise made available to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our proxy statement and our Annual Report. The Notice of Internet Availability also includes instructions to access your form of proxy to vote via the internet. Certain shareholders, in accordance with their prior requests, have received e-mail notification of how to access our proxy materials and vote via the internet or have been mailed paper copies of our proxy materials and proxy card.

Internet distribution of our proxy materials is designed to expedite receipt by our shareholders, lower the cost of the Regular Meeting of Shareholders and conserve precious natural resources. If you would prefer to receive paper proxy materials, please follow the instructions included in the Notice of Internet Availability. If you have previously elected to receive our proxy materials electronically, you will continue to receive e-mail notification with instructions to access these materials via the internet unless you elect otherwise.

ATTENDING THE REGULAR MEETING OF SHAREHOLDERS

• We invite you to attend the 2022 Regular Meeting of Shareholders (the “Meeting”) virtually. There will not be a physical meeting at the corporate campus. You will be able to attend the Meeting virtually, vote your shares electronically, and submit your questions during the Meeting by visiting: www.virtualshareholdermeeting.com/BBY2022 and following the instructions on your proxy card.

• The Meeting starts at 9:00 a.m. Central Time.

• You do not need to attend the Meeting online to vote if you submitted your vote via proxy in advance of the Meeting.

• You can vote via telephone, the internet or by mail by following the instructions on your proxy card or voting instruction form provided by your broker, bank or other nominee.

• A replay of the Meeting will be available on www.investors.bestbuy.com.

 

Dear Shareholders,

It is once again my honor to connect with you as Chairman of the Best Buy Board of Directors and to reflect on the past year on behalf of my fellow Board members, our CEO, Corie Barry, and members of management. The uncertainties and challenges of the past two years continue to strengthen the focus of the Board, CEO and management team on generating strong returns for our shareholders, and meeting the needs of our customers, employees, and communities with courage, conviction and compassion. This focus gives us purpose and direction, enabling the Board to oversee, guide and provide feedback to Corie and her team as they drive change and growth in Best Buy’s business in what remains a complicated operating environment.

These joint efforts are paying off, as evident in our year-end results. Fiscal 2022 was another record year for the Company, with increases in consolidated revenue, earnings and comparable sales growth. In fiscal 2022, we returned $4.2 billion to shareholders through share repurchases and dividends and recently increased our quarterly dividend by 26%. We are proud of these results and the flexibility they provide us. Our financial success enables us not only to acknowledge your faith in us in the form of meaningful shareholder returns but also to make long term investments in our communities. We have opened 47 Teen Tech Centers towards our goal of 100 by fiscal 2025, Best Buy placed in the Top 5 of Barron’s Most Sustainable Companies list for the past five years in a row and continues to rank on the CDP’s Climate A list for the fifth year. We also committed to spend at least $1.2 billion with diverse-owned businesses by 2025.

Best Buy is committed to making investments in our communities and our world through our environmental, social and governance (ESG) initiatives because we strongly believe that progress on these initiatives that we have chosen to pursue creates long-term shareholder value. This belief is borne out of both our own empirical results and thorough and objective research across industries. We invested in solar farms because it lowers the carbon footprint and also because it is generating a great direct return. We’ve invested in recycling electronics from our customers and in building outlet stores for that product because it reduces our waste, and it’s also a profitable activity. We invest in Teen Tech Centers to help teenagers who don’t have easy access to technology otherwise, and it’s creating a terrific future talent pipeline. These efforts to enact our values and responsibilities to our customers, employees, and communities are designed to help ensure the ongoing success and growth of our company. I am proud of the work Best Buy is doing in ESG - not just because we believe it is the right thing for the communities in which we operate - but because it generates strong returns for our shareholders.

Of course, we could not make these investments or achieve these shareholder returns without our incredible team of approximately 105,000 people. The Board understands and appreciates the difficulty of producing such strong results in the past two years. We recognize that the operating model has been changing at an unprecedented rate and that these changes create personal and business challenges for our Blue Shirts, supply chain, and headquarters. The goal for the Board, Corie, and the whole management team has been to lead in as thoughtful a way as possible, while maintaining the ability to move quickly and ensuring Best Buy thrives both as a place to build careers and as a generator of strong value for our shareholders. Thank you all for being part of this journey.

With gratitude for your confidence and support,

 

Patrick Doyle, Chairman of the Board

TABLE OF CONTENTS

	PAGE
PROXY SUMMARY	1
GENERAL INFORMATION	7
Background	7
Voting Procedures	8
Proxy Solicitation	10
Additional Information	11
CORPORATE GOVERNANCE AT BEST BUY	12
Board Leadership	12
Board Composition	13
Director Independence	13
Board Meetings and Attendance	14
Executive Sessions of Independent Directors	14
Committees of the Board	15
Board Risk Oversight	17
Compensation Risk Assessment	18
Board Evaluation Process	18
CEO Evaluation Process	19
Director Orientation and Continuing Education	19
Anti-Hedging and Anti-Pledging Policies	19
Director Stock Ownership	19
Shareholder Engagement	20
Environment, Social & Governance	20
Public Policy	23
Communications with the Board	23
Corporate Governance Website	24
ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS	25
General Information	25
Director Nomination Process	25
Advance Notice and Proxy Access By-law Provisions	26
Director Qualification Standards	26
Director Nominees	28
Voting Information	39
Board Voting Recommendation	39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	40
DELINQUENT SECTION 16(a) REPORTS	41
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	42
AUDIT COMMITTEE REPORT	43
ITEM OF BUSINESS NO. 2 — RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	44
Principal Accountant Services and Fees	44
Pre-Approval Policy	44
Board Voting Recommendation	45
ITEM OF BUSINESS NO. 3 — ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	46
Information About the Advisory Vote to Approve Named Executive Officer Compensation	46
Board Voting Recommendation	46

	2022 Proxy Statement

	PAGE
EXECUTIVE AND DIRECTOR COMPENSATION	47
Compensation Discussion and Analysis	47
Executive Summary	48
Compensation Philosophy, Objectives and Policies	49
Governance	50
Factors in Decision-Making	51
Executive Compensation Elements	52
Compensation and Human Resources Committee Report on Executive Compensation	61
Compensation and Human Resources Committee Interlocks and Insider Participation	61
Compensation of Executive Officers	62
Summary Compensation Table	62
Grants of Plan-Based Awards	64
Outstanding Equity Awards at Fiscal Year-End	65
Option Exercises and Stock Vested	69
Nonqualified Deferred Compensation	70
Potential Payments Upon Termination or Change-of-Control	70
Director Compensation	74
Equity Compensation Plan Information	76
CEO Pay Ratio	76
OTHER BUSINESS	77
PROPOSALS FOR THE NEXT REGULAR MEETING OF SHAREHOLDERS	77
SCHEDULE: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	78

CAUTIONARY STATEMENT PURSUANT TO THE

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this proxy statement on Schedule 14A are forward-looking statements and may be identified by the use of words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “guidance,” “intend,” “foresee,” “outlook,” “plan,” “project” and other words and terms of similar meaning. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties and assumptions. A variety of factors could cause our future results to differ materially from the anticipated results expressed in such forward-looking statements. Readers should review Item 1A, Risk Factors, of our most recently filed Annual Report on Form 10-K for a description of important factors that could cause our future results to differ materially from those contemplated by the forward-looking statements made in this proxy statement on Schedule 14A. Our forward-looking statements speak only as of the date of this proxy statement or as of the date they are made, and we undertake no obligation to update our forward-looking statements.

				2022 Proxy Statement

 

At our 2022 Regular Meeting of Shareholders, we are asking shareholders to vote on three key items. This section highlights information contained in other parts of this proxy statement. We encourage you to review the entire proxy statement for more detail on these items, as well as our Annual Report and our CEO’s Letter to Shareholders posted on our website at www.investors.bestbuy.com.

Items of Business for Vote at our Regular Meeting of Shareholders

This year, we are requesting your support for the following Items of Business:

Item Number	Item Description	Board Recommendation
1	Election of Directors	FOR Each Nominee
	We have eleven director nominees standing for election this year. More information about our nominees’ qualifications and experience can be found starting on page 25.
2	Ratification of Appointment of our Independent Registered Public Accounting Firm	FOR
	We are asking our shareholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023, as described on page 44.
3	Advisory Vote to Approve our Named Executive Officer Compensation	FOR
	We are seeking, in an advisory capacity, approval by our shareholders of our named executive officer compensation, the “Say on Pay” vote. Our Compensation Discussion & Analysis (“CD&A”), which begins on page 46, describes our executive compensation programs and decisions for fiscal 2022.

Attending the Meeting

How will the Meeting be conducted?

The Meeting will be conducted online, in a fashion similar to an in-person meeting. Our board members and executive officers will attend the Meeting and be available for questions. You may attend the Meeting online, vote your shares electronically, and submit your questions during the Meeting by visiting our virtual shareholder forum at: www.virtualshareholdermeeting.com/BBY2022 and following the instructions on your proxy card.

How can I ask questions during the Meeting?

Questions may be submitted prior to the Meeting or you may submit questions in real time during the Meeting through our virtual shareholder forum. We are committed to acknowledging questions we receive in the time allotted. We will allot approximately fifteen minutes for questions during the Meeting and submitted questions should follow our Rules of Conduct in order to be addressed during the Meeting. If we are unable to answer your question during the Meeting due to time constraints, you are encouraged to contact the Best Buy Investor Relations department at investorrelations@bestbuy.com. Our Rules of Conduct are posted on the forum.

		1		2022 Proxy Statement

What can I do if I need technical assistance during the Meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

If I can’t attend the Meeting, can I vote or listen to it later?

You do not need to attend the online Meeting to vote if you submitted your vote via proxy in advance of the meeting. A replay of the Meeting, including the questions answered during the meeting, will be available on www.investors.bestbuy.com.

Additional information about how to vote your shares and attend our Meeting can be found in the General Information section of this proxy statement.

Corporate Governance

Our longstanding approach to corporate governance is to develop and implement principles that: (1) enable the success of our strategy and business objectives; (2) are rooted in a robust ongoing dialogue with our shareholders; and (3) are inspired by best practices. Consistent with this approach, we continue to build upon a strong framework of corporate governance policies and practices, including the following:

Board Structure
•	Independent Chairman	•	All Independent Committees
•	Annual Director Elections	•	No Director Related Party Transactions
•	Robust Annual Board Evaluation Process	•	Director Overboarding Policy
•	Majority Vote for Directors	•	Director Retirement Policy
Shareholder Rights		Compensation
•	No Cumulative Voting Rights	•	Pay for Performance Compensation Programs
•	No Poison Pill	•	Annual Say-on-Pay Vote
•	Proxy Access By-Laws	•	Anti-Hedging and Anti-Pledging Policies
•	No Exclusive Forum/Venue or Fee-Shifting Provisions	•	Clawback Policy for both Cash and Equity Awards
•	No Supermajority Voting Provisions in our Articles of Incorporation (“Articles”)	•	Stock Ownership Guidelines for Directors and Executives

Additional information on our Corporate Governance policies and practices can be found in the Corporate Governance at Best Buy section of this proxy statement.

	2022 Proxy Statement	2

Environment, Social & Governance

Our Board, with oversight by the Nominating, Corporate Governance and Public Policy Committee, is integrally involved in the Company’s environmental, social and governance (“ESG”) initiatives. We are an organization built upon values-driven leadership and we are focused on our purpose to enrich lives through technology. We continue to focus on issues in which we have the most significant impact, such as climate change, e-waste and the technology education gap. We are honored to be recognized for the progress we have made in building a better world with all of our stakeholders. Please see our annual ESG Report, available at www.Corporate.BestBuy.com/our-commitments/ under “About Us” for more details. We anticipate our Fiscal Year 2022 report will be published in June 2022.

 

Additional information regarding our purpose and programs relating to our ESG efforts can be found in the Corporate Governance at Best Buy — Environment, Social & Governance section of this proxy statement.

		3		2022 Proxy Statement

Item No. 1: Election of Directors

The following individuals are standing for election to our Board. The Board recommends a vote FOR each of the nominees. All nominees are current members of the Board.

The Board seeks a wide range of experience and expertise from a variety of industries and professional disciplines in its directors and carefully assesses and plans for the director skill sets, qualifications and diverse perspectives required to support the Company’s long-term strategic goals. Our slate of director nominees reflects the strong results of these efforts.

					Committee Membership
Name	Age	Most Recent Employer	Director Since	Diversity	AC	CC	FC	NC	Other Public Boards
Corie Barry	47	CEO, Best Buy Co., Inc	2019	White Female					1
Lisa M. Caputo Independent	58	Executive Vice President, Marketing, Communications & Customer Experience Officer, The Travelers Companies, Inc.	2009	White Female		M		C	0
J. Patrick Doyle Independent Chairman	58	Executive Partner, The Carlyle Group	2014	White Male					0
David W. Kenny Independent	60	CEO, Nielsen	2013	White Male		C		M	1
Mario J. Marte Independent	46	Chief Financial Officer, Chewy, Inc.	2021	Hispanic/ Latinx Male	M (F)			M	0
Karen A. McLoughlin Independent	57	Chief Financial Officer (Former), Cognizant Technology Solutions Corporation	2015	White Female	M (F)		C		1
Thomas L. Millner Independent	68	CEO (Former), Cabela’s, Inc.	2014	White Male	C (F)			M	1
Claudia F. Munce Independent	62	Venture Advisor, New Enterprise Associates	2016	Asian Female	M		M		0
Richelle P. Parham Independent	54	President, Global E-Commerce & Business Development, Universal Music Group	2018	African American/ Black Female		M		M	2
Steven E. Rendle Independent	62	Chairman, President & CEO, VF Corp.	2021	White Male	M		M		1
Eugene A. Woods Independent	57	President & CEO, Atrium Health	2018	African American/ Black Hispanic/ Latinx Multi Racial Male		M	M		0

Key: AC = Audit Committee; CC = Compensation & Human Resources Committee; FC = Finance & Investment Policy Committee; NC = Nominating, Corporate Governance & Public Policy Committee; M = Member; C = Chair; (F) = Audit Committee Financial Expert

	2022 Proxy Statement	4

 

Additional information about each of our nominees and director qualification and nomination process can be found in Item of Business No. 1 — Election of Directors.

Item No. 2: Appointment of Independent Registered Public Accounting Firm

The Board recommends a vote FOR ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2023.

Deloitte & Touche LLP (“D&T”) served as our auditors for fiscal 2022. Our Audit Committee has selected D&T to audit our financial statements for fiscal 2023 and is submitting its selection of our independent registered public accounting firm for ratification by the shareholders in order to ascertain the view of our shareholders on this selection. The following table summarizes the aggregate fees incurred for services rendered by D&T during fiscal 2022 and fiscal 2021. Additional information can be found in Item of Business No. 2 — Ratification of Appointment of our Independent Registered Public Accounting Firm.

Service Type	Fiscal 2022	Fiscal 2021
Audit Fees	$3,135,000	$2,973,000
Audit-Related Fees	1,034,000	368,000
Tax Fees	150,000	—
Total Fees	$4,319,000	$3,341,000

Item No. 3: Say-on-Pay: Advisory Vote to Approve Named Executive Officer Compensation

The Board recommends a vote FOR approval of our named executive officer (“NEO”) compensation.

Our shareholders have consistently strongly supported our executive compensation program. For the last five years, our average Say-on-Pay vote has been 95.4%. We believe this support reflects our strong pay-for-performance philosophy, our commitment to sound compensation policies, and our active engagement and open dialogue with our shareholders. The Compensation Committee regularly takes feedback received from shareholders into consideration when making decisions regarding our executive compensation program.

		5		2022 Proxy Statement

Our executive compensation program contains the following elements:

Compensation Component	Key Characteristics	Purpose
Base Salary	Cash	Provide competitive, fixed compensation to attract and retain executive talent.
Short-Term Incentive	Cash award paid based on achievement of various performance metrics	Create a strong financial incentive for achieving or exceeding Company performance goals.
Long-Term Incentive	Stock options, performance-conditioned time-based restricted shares, time-based restricted shares and performance share awards	Create a strong financial incentive for increasing shareholder value, encourage ownership stake, and promote retention.

Pay is tied to performance. The majority of target executive compensation is not guaranteed and is based on performance metrics designed to drive shareholder value, as summarized below for the CEO and other NEOs (excluding the CEO).

 

Additional information can be found in Item of Business No. 3 — Advisory Vote to Approve Named Executive Officer Compensation and the Compensation Discussion and Analysis sections of this proxy statement.

	2022 Proxy Statement	6

BEST BUY CO., INC.

7601 Penn Avenue South

Richfield, Minnesota 55423

PROXY STATEMENT

REGULAR MEETING OF SHAREHOLDERS — JUNE 9, 2022

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of Best Buy Co., Inc. (“Best Buy,” “we,” “us,” “our” or the “Company”) to be voted at our 2022 Regular Meeting of Shareholders (the “Meeting”) to be held virtually on Thursday, June 9, 2022, at 9:00 a.m., Central Time, at www.virtualshareholdermeeting.com/BBY2022 or at any postponement or adjournment of the Meeting. On or about April 27, 2022, we mailed or made available our proxy materials, including the proxy statement, our Annual Report and form of proxy or the Notice of Internet Availability.

Background

What is the purpose of the Meeting?

At the Meeting, shareholders will vote on the items of business outlined in the Notice of 2022 Regular Meeting of Shareholders (“Meeting Notice”) included as the cover page to this proxy statement. In addition, management will provide a brief update on our business and respond to questions from shareholders.

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

You received this proxy statement and a proxy card or the Notice of Internet Availability because you owned shares of Best Buy common stock as of April 11, 2022, 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.

How can I attend the Meeting?

You can attend the meeting online by logging on to www.virtualshareholdermeeting.com/BBY2022 and following the instructions provided on your proxy or notice card.

How will the Meeting be conducted?

The Meeting will be conducted online, in a fashion similar to an in-person meeting. Our board members and executive officers will attend the Meeting and be available for questions. You will be able to attend the Meeting online, vote your shares electronically, and submit your questions during the Meeting by visiting our virtual shareholder forum at: www.virtualshareholdermeeting.com/BBY2022 and following the instructions on your proxy card.

How can I ask questions during the Meeting?

Questions may be submitted prior to the Meeting through our virtual shareholder forum at www.virtualshareholdermeeting.com/BBY2022, or you may submit questions in real time during the meeting through the forum. We are committed to acknowledging questions we receive in the time allotted. We will allot approximately fifteen minutes for questions during the Meeting and submitted questions should follow our Rules of Conduct for the meeting in order to be addressed during the Meeting. If we are unable to answer your question during the Meeting due to time constraints, you are encouraged to contact the Best Buy Investor Relations department at investorrelations@bestbuy.com. Our Rules of Conduct are posted on the forum.

What can I do if I need technical assistance during the Meeting?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.

		7		2022 Proxy Statement

If I can’t attend the Meeting, can I vote or listen to it later?

You do not need to attend the online Meeting to vote if you submitted your vote via proxy in advance of the meeting. A replay of the Meeting, including the questions answered during the meeting, will be available on www.investors.bestbuy.com.

Who may vote?

In order to vote at the Meeting, you must have been a shareholder of record of Best Buy as of the close of business on Monday, April 11, 2022, 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 bank, broker or nominee that you must follow in order for your shares to be voted as you choose.

When is the record date?

The Board has established the close of business on Monday, April 11, 2022, as the record date for the Meeting.

How many shares of Best Buy common stock are outstanding?

As of the record date, there were 224,967,724 shares of Best Buy common stock outstanding. There are no other classes of capital stock outstanding.

Voting Procedures

What am I voting on, how many votes are required to approve each item, how are votes counted and how does the Board recommend I vote:

Item	Vote Required	Voting Options	Board Recommendation(1)	Broker Discretionary Voting Allowed(2)	Impact of Abstain Vote
Item 1 - The election of the 11 director nominees listed in this proxy statement	The affirmative vote of a majority of votes cast with respect to the director.	“FOR”   “AGAINST”   “ABSTAIN”	FOR	No	None
Item 2 – The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2023	The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on this item of business or, if greater, the vote required is a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Annual Meeting.		FOR	Yes	Against
Item 3 - The non-binding advisory vote to approve our named executive officer compensation			FOR	No	Against

(1)
If you are a record holder and you sign and submit your proxy card without indicating your voting instructions, your shares will be voted in accordance with the Board’s recommendation.

(2)
A broker non-vote will not count as a vote for or against a director and will have no effect on the outcome of the election of the 11 director nominees disclosed in this proxy statement. A broker non-vote will have no effect on Items 2 and 3 unless a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Meeting is required in order to approve the item as described in the “Vote Required” column above, in which case a broker non-vote will have the same effect as a vote “Against”.

	2022 Proxy Statement	8

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 at www.proxyvote.com;

• By telephone (within the U.S. or Canada) toll-free at 1-800-690-6903;

• By mail, by signing and returning the enclosed proxy card if you have received paper materials; or

• By attending the virtual Meeting and voting online at www.virtualshareholdermeeting.com/BBY2022.

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the voting instructions provided by your broker, bank or other nominee.

If you wish to vote by telephone or via the internet, you must do so before 11:59 p.m., Eastern Time, on Wednesday, June 8, 2022. After that time, telephone and internet voting on www.proxyvote.com will not be permitted and any shareholder of record wishing to vote thereafter must vote online during the Meeting. Shareholders of record will be verified online by way of the personal identification number included on your proxy or notice card. Voting by a shareholder during the Meeting will replace any previous votes submitted by proxy.

We have made all proxy materials available 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 that we have mailed to most shareholders. We encourage you to take advantage of the option to vote your shares electronically through the internet or by telephone. Doing so will result in cost savings for the Company.

How are my voting instructions carried out?

When you vote via proxy, you appoint the Chairman of the Board, J. Patrick Doyle, and the Secretary of the Company, Todd G. Hartman (collectively, the “Proxy Agents”), as your representatives to vote 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 as disclosed in this proxy statement. If you submit a proxy, 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, including adjournment of the Meeting and any other matters incident to the conduct of the Meeting, the Proxy Agents will vote the shares subject to your proxy in their discretion. Discretionary authority for them to do so is contained in the proxy.

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. In order to have a quorum, a majority of the outstanding shares of our common stock that are entitled to vote need to be present or represented by proxy at the Meeting. Your shares will be counted as present at the Meeting if you:

• Vote prior to the Meeting via the internet or by telephone;

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

• Vote while attending the Meeting online.

Abstentions and shares represented by “broker non-votes,” as described below, are counted as present and entitled to vote for purposes of determining a quorum.

		9		2022 Proxy Statement

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

If you are a shareholder of record, 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 online during the Meeting (attendance will not, by itself, revoke a proxy); or

• Providing written notice of revocation to Best Buy’s Secretary at our principal office at any time before your shares are voted.

If your shares are held in a brokerage account by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee.

Who will count the vote?

Representatives of Broadridge will tabulate the vote and act as the inspector of elections.

Where can I find the voting results of 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 after the date 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 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 communication and by facsimile transmission. We will request that brokerage firms, banks, other custodians, nominees, fiduciaries and other representatives of shareholders forward the Notice of Internet Availability and, as applicable, the proxy materials and Annual Reports themselves, to the beneficial owners of our common stock. Our directors and employees do not receive additional compensation for soliciting shareholder proxies. We have retained Georgeson Inc. as our proxy solicitor for a fee estimated to be $17,000, plus reimbursement of out-of-pocket expenses.

Who will pay for the cost of soliciting proxies?

We pay all of the costs of preparing, printing and distributing our 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 in connection with proxy solicitations.

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

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 or request separate copies of our proxy materials by notifying our Investor Relations Department in writing 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 following receipt of your revocation.

Can I receive the proxy materials electronically?

Yes. All shareholders may access our proxy materials electronically via the internet. 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. You may opt to receive paper copies of proxy materials, including our Annual Report, proxy statement and proxy card at no cost to you, by following the instructions on your Notice of Internet Availability.

	2022 Proxy Statement	10

An electronic version of this proxy statement is posted on our website at www.investors.bestbuy.com.

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 find these reports and additional information about us on our website at www.investors.bestbuy.com.

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CORPORATE GOVERNANCE AT BEST BUY

Our Board is committed to developing and implementing corporate governance principles that: (1) enable the success of our strategy and business objectives; (2) are rooted in a robust ongoing dialogue with our shareholders; and (3) are inspired by best practices. Consistent with this approach, we continue to build upon a strong framework of corporate governance practices. Shareholder perspectives play an important role in that process. Some key aspects of our current Board and governance structure and practices are as follows:

Board Leadership & Composition
•	Our Board is currently led by an independent Chairman. A Lead Independent Director ensures independent oversight of management whenever our Chairman is not independent.
•	All of our director nominees, other than the CEO, are independent.
•	Our Board places an emphasis on diverse representation among its members. Five of our eleven director nominees are women and four of our eleven nominees are ethnically diverse.
•	The average tenure of our director nominees is approximately 5.8 years, with a balance of skills, new perspectives and historical knowledge.
•	All Committees are comprised exclusively of independent directors.
•	Our directors are required to retire at the expiration of their term during which they reach the age of 72, and must tender their resignation for consideration: (a) five years after ceasing the principal career they held when they joined our Board, (b) when their principal employment, public company board membership or other material affiliation changes, and (c) if they receive less than a majority of votes cast for his or her election.
Board Accountability
•	We conduct a robust annual Board, individual director and CEO evaluation process, and periodically engage an independent third party to provide independent assessments of Board and director performance. The next independent consultant-managed evaluation and assessment is currently underway for fiscal 2023.
•	None of our directors are involved in a material related party transaction.
•	Our directors and officers are prohibited from hedging and pledging Company securities.
•	Our directors and executive officers are required to comply with stock ownership guidelines.
•	Our Board has adopted Corporate Governance Principles as part of its commitment to good governance practices. These principles are available on our website at www.investors.bestbuy.com.
Shareholder Rights & Engagement
•	We have never adopted a shareholder rights plan (commonly known as a “Poison Pill”).
•	We have proxy access provisions consistent with market practice (3/3/20/20).
•	We have no exclusive forum/venue or fee-shifting provisions.
•	We have no cumulative voting rights and our only class of voting shares is our common stock.
•	A shareholder(s) holding 10% of the voting shares of our stock may call a special meeting (or 25% if the special meeting relates to a business combination or change in our Board composition).
•	We do not have supermajority shareholder vote requirements in our Articles.
•	We regularly engage with shareholders to solicit feedback, address questions and concerns and provide perspective on Company policies and practices.

In this section of our proxy statement, we provide detail on specific aspects of our Corporate Governance program, policies and practices, as well as additional information on the operations and composition of our Board.

Board Leadership

During fiscal 2022, our Board was led by our independent Chairman, Mr. Doyle. In March 2022, the Board appointed Mr. Doyle to continue his service as Chairman for fiscal 2023. Additional leadership roles continue to be filled by other directors, all of whom are independent and play an active role in our strategic planning, risk oversight and governance.

Under our Corporate Governance Principles, in circumstances where the Chairperson of the Board is not independent, the Board considers it to be useful and appropriate to designate a Lead Independent Director to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as

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the Board may determine. Our Lead Independent Director is nominated by the Nominating, Corporate Governance and Public Policy Committee, and final selection is subject to ratification by the vote of a majority of the independent directors on the Board. The Lead Independent Director serves for an annual term beginning at the Board meeting following the first regular meeting of shareholders at which directors are elected.

The Board leadership duties and responsibilities are outlined below and in our Corporate Governance Principles, which are also posted online at www.investors.bestbuy.com.

Our Chairman is responsible for:

• Setting the agenda for Board meetings (in partnership with the CEO) and presiding over and leading discussion at meetings of the full Board;

• Presiding over the Company’s regular meeting of shareholders;

• Presiding at executive sessions of independent directors, which take place at each regular Board meeting (when there is no independent Chairman, the Lead Independent Director is responsible for this duty);

• Setting the Board meeting calendar and leading oversight activities of the Board;

• Overseeing the Company’s strategic planning process to create alignment with the Board and management and supporting execution of the strategy;

• Assisting the Board with its oversight of the Company’s risks;

• Speaking on behalf of the Company to both internal and external stakeholders, as appropriate; and

• Serving as the Board’s liaison to management.

In times when our Chairman is not independent, our Lead Independent Director performs the following duties:

• Partners with the Chairman (and CEO) to set the Board meeting agenda;

• Presides at all Board meetings at which the Chairman is not present;

• Calls additional meetings of the independent directors, as appropriate;

• Serves as a liaison between the independent directors and our stakeholders by being available for direct consultation and communication;

• Provides ongoing counsel to the Chairman regarding key items of business and overall Board functions; and

• Performs any other duties requested by the Board, the independent directors or the Chairman.

Board Composition

The Board seeks a wide range of experience and expertise from a variety of industries and professional disciplines in its directors. It carefully assesses the director skill sets, qualifications and diverse perspectives required to support the Company’s long-term strategic goals, and for an orderly succession and transition of directors, as evidenced by the composition changes over the past seven years. We believe our Board should be composed of individuals with highly relevant skills, independence, integrity, sound judgment, proven records of accomplishments and diverse genders, ethnicities, ages and geographic locations. In addition, the Board emphasizes independent voices and adding new perspectives to its membership. Ten of our eleven director nominees are independent, and the average tenure of our director nominees is 5.8 years. More information regarding our Director Qualification Standards and Director Nomination Process can be found within Item 1 of this proxy statement.

Director Independence

Pursuant to our Corporate Governance Principles, the Board has established independence standards consistent with the requirements of the SEC and NYSE. 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 us (directly, or as a partner, shareholder or officer of an organization that has a relationship with us). In addition, each member of the Compensation and Human Resources Committee must meet a standard of “enhanced independence” such that the Board must consider the source of compensation of the director and whether the director is affiliated with us or one of our subsidiaries to determine whether there are any factors that would materially affect a director’s ability to be independent, specifically in regard to their duties as a Compensation and Human Resources Committee member.

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Our Director Independence Guidelines, consistent with the NYSE rules, generally 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;

• personally worked on (or whose immediate family member has personally worked on) our audit as a partner or an employee of our internal or external 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 currently:

• a partner or employee of our independent registered public accounting firm, or a director whose immediate family member is a partner of such firm or is employed by such firm and personally works on our audit; or

• an employee (or has an immediate family member who is an executive officer) of another company that has made payments to Best Buy, or received payments from Best Buy, for property or services in an amount which, in any of the last three fiscal years, exceeded 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 director who served during any part of fiscal 2022 and each director nominee is independent, with the exception of Ms. Barry, our CEO. The Board based these determinations primarily on a review of the responses of the directors to questions regarding employment and compensation history, affiliations, family and other relationships and on discussions with our directors.

As part of its independence analysis, the Board reviewed our relationships with companies with which our directors are affiliated. As part of that review, the Board considered our relationship with Nielsen, a company affiliated with Mr. Kenny. Mr. Kenny, a director since September 2013, serves as CEO and a director of Nielsen. Since 1999, Nielsen has provided us with data analytics services. The amounts we have paid to Nielsen were less than 2% of the annual consolidated gross revenues of Nielsen for each of the past three fiscal years. In addition, Mr. Kenny did not influence or participate in negotiating our agreements with Nielsen. The Board determined that the Company’s relationship with Nielsen was not material and did not impair Mr. Kenny’s independence.

Board Meetings and Attendance

During fiscal 2022, the Board held four regular meetings. Each incumbent director attended, in person or by telephone, at least 75% of the meetings of both the Board and committees on which he or she served. Directors are required to attend our regular meetings of shareholders, and all of our director nominees that were then directors attended the 2021 Meeting either in-person or virtually.

Executive Sessions of Independent Directors

Our independent directors, led by Mr. Doyle, meet in executive sessions of independent directors during each regularly scheduled Board meeting. Independent directors use these sessions as a forum for open discussion about the Company, our senior management, and any other matters they deem appropriate.

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Committees of the Board

The Board has four committees: Audit, Compensation and Human Resources (the “Compensation Committee”), Finance and Investment Policy, and Nominating, Corporate Governance and Public Policy (the “Nominating Committee”). The charters for each committee are posted on our website at www.investors.bestbuy.com. The charters are reviewed annually and include information regarding each committee’s composition, purpose and responsibilities.

The Board has determined that all members of the Audit Committee, Compensation Committee and Nominating Committee are independent as defined under the SEC and NYSE rules. The Board has also determined that, during fiscal 2022, three of the five members of the Audit Committee qualified as audit committee financial experts under SEC rules, and that each of the members of the Audit Committee has accounting and related financial management expertise in accordance with the NYSE listing standards.

The key responsibilities, fiscal 2022 membership and number of meetings held in fiscal 2022 for each committee are set forth below:

Committee	Key Responsibilities			Committee Members	Number of Meetings held in Fiscal 2022
Audit	•	Assists the Board in its oversight of:		Thomas L. Millner*†   Mario J. Marte†   Karen A. McLoughlin†   Claudia F. Munce   Steven E. Rendle	9
		•	the integrity of our financial statements and financial reporting processes;
		•	our internal accounting systems and financial and operational controls;
		•	the qualifications and independence of our independent registered public accounting firm;
		•	the performance of our internal audit function and our independent registered public accounting firm; and
		•	our legal compliance and ethics programs, including our legal, regulatory and risk oversight requirements, and the major risks facing the Company (including risks related to finance, operations, privacy and cyber-security), related party transactions and our Code of Ethics.
	•	Is responsible for the preparation of a report as required by the SEC to be included in this proxy statement.
Compensation & Human Resources	•	Determines executive officer compensation and executive officer and director compensation philosophies, evaluates the performance of our CEO, approves CEO and executive officer compensation, and oversees preparation of a report as required by the SEC to be included in this proxy statement.		David W. Kenny*   Lisa M. Caputo   Richelle P. Parham   Eugene A. Woods	5
	•	Reviews and recommends director compensation for Board approval.
	•	Is responsible for succession planning and compensation-related risk oversight.
	•	Approves and oversees the development and evaluation of equity-based and other incentive compensation and certain other employee benefit plans.
	•	Oversees the development of an inclusive and diverse Company culture.

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Committee	Key Responsibilities		Committee Members	Number of Meetings held in Fiscal 2022
Finance & Investment Policy	•	Provides oversight of, and advises the Board regarding, our financial policies and financial condition to help enable us to achieve our long-range goals.	Karen A. McLoughlin*   Claudia F. Munce   Steven E. Rendle   Eugene A. Woods	5
	•	Oversees, evaluates and monitors the: (i) protection and 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.
	•	Is responsible for approving certain significant contractual obligations.
Nominating, Corporate Governance & Public Policy	•	Identifies and recommends director nominees, reviews and recommends corporate governance principles to the Board, and oversees the evaluation of the performance of the Board and its committees.	Lisa M. Caputo*   David W. Kenny   Mario J. Marte   Thomas L. Millner   Richelle P. Parham	5
	•	Assists the Board with general corporate governance, including Board organization, membership, training and evaluation.
	•	Oversees public policy, corporate responsibility and related environmental, social and governance matters.

*
Chair

†
Designated as an “audit committee financial expert”

	2022 Proxy Statement	16

Board Risk Oversight

In addition to its responsibilities as set forth above, the Board and its committees take an active role in the oversight of various risks to the Company. These risk oversight responsibilities are set forth below.

 

In fiscal 2020, a management risk committee comprised of the CEO and her direct reports was formed to assess and align on top risks faced by the Company. Management also adopted a value-based risk model to enable consistent evaluation of risks and opportunities across the organization. The Audit Committee oversees management’s processes to identify and quantify the material risks that we face. Our Chief Compliance Officer is a direct liaison to the Audit Committee on our risk oversight processes and procedures. In connection with its risk oversight role, the Audit Committee meets privately with representatives of our independent registered public accounting firm, the Chief Risk Officer, the Chief Compliance Officer, our internal audit staff and our legal staff. Our internal audit staff, which reports directly to the Audit Committee at least quarterly, assist management in identifying, evaluating and implementing controls and procedures to address identified risks.

ESG Risk Oversight. Given the depth and breadth of risks relating to environmental, social and governance (“ESG”) matters, including with respect to inclusion, equity and diversity, we share responsibility for such risks across the entire Board and all of its committees, leveraging the risk oversight expertise of each Board committee based on subject matter.

The Audit Committee plays a significant role in the oversight of our ESG risks related to compliance, including ethics and environmental and safety audits. The Audit Committee also receives regular quarterly updates on the Company’s cyber/information security programs, assessment of cyber threats and defenses and customer privacy protection initiatives. In addition, Ms. Munce, a member of the Audit Committee, is certified by the National Association of Corporate Directors in Cybersecurity Oversight.

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The Compensation Committee oversees the Company’s human capital management and inclusion and diversity-related risks through a rigorous regular review of the Company’s strategies and programs. This includes overall employee wellness and engagement in these areas, employee benefit plan compliance, leadership succession planning, and wage, retention and hiring programs. The Committee also works closely with the Company’s Chief Diversity Officer to assess the effectiveness of such programs in alignment with the Company’s core values. In 2020, the Board approved changes to the Compensation Committee’s charter to reflect its oversight of the Company’s development and maintenance of an inclusive and diverse culture.

The Finance & Investment Policy Committee focuses on the risks of the Company’s ESG-related financial investments and commitments, such as our recent solar energy investment. The Committee reviews the financial risks and projected outcomes to ensure such investments align with our ESG objectives.

The Nominating Committee manages its oversight of the Company’s governance, ESG strategy and ESG reputational risks by way of quarterly discussions with management and regular quarterly updates of our environmental goals and progress, social responsibility programs and initiatives, and public policy positions and advocacy.

The Board oversees ESG risks as part of its oversight of our business, strategy and enterprise risk management. Each committee provides an update to the full Board on matters discussed and reviewed in its meeting held prior to the Board meeting, including with respect to ESG risks. In addition, our Board has a dedicated annual strategic planning meeting with senior management and receives quarterly strategic updates, where topics relating to ESG matters, such as inclusion and diversity goals, customer strategy, human capital strategy and safety goals are discussed. The Board reviews these topics and their related risks to ensure that they advance the Company’s strategy. Finally, the Board Chair, the CEO and the Chairs of each Board Committee meet separately to review changes in the Company’s enterprise risk portfolio, including changes to ESG risks, and discuss any additional Board or management action needed to help oversee and manage these risks.

Compensation Risk Assessment

In connection with their oversight of compensation-related risks, Compensation Committee members annually 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. As in past years, the review process in fiscal 2022 identified our existing risk management framework and the key business risks that may materially affect us, reviewed our compensation plans and identified those plans that are most likely to impact these risks or introduce new risks, and balanced these risks against 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 performance periods, payment for outputs, goal diversification, stock ownership guidelines, payment caps, and our clawback policy.

The Compensation Committee also considered additional controls outside of compensation plan design which contribute to risk mitigation, including the independence of our performance measurement teams and our internal control environment.

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

Board Evaluation Process

Our Nominating Committee oversees the Board’s composition, effectiveness, accountability and evaluation of the performance of the Board, its committees and individual directors. On an annual basis, members of the Board complete a questionnaire evaluating the performance of the Board as a whole, each member’s respective committee and the performance of the Chairman and Lead Independent Director (if one has been appointed). Directors are asked about roles and responsibilities, as well as more general performance-related questions. The Nominating Committee reviews the results of these questionnaires and determines whether the results warrant any action. The results and any proposed actions are then shared with the full Board for further discussion and approval of final action plans.

The Chair of our Nominating Committee and the Board Chairman also review each individual director’s contributions to the Board during the past year and his or her performance against the director qualification standards and Board needs. The Nominating Committee also annually reviews the skills and qualifications of each Board member and the

	2022 Proxy Statement	18

strategic goals of the Company to determine whether the skill sets of the individual directors on the Board continue to support the Company’s long-term strategic goals. This process is utilized by the Nominating Committee to assess whether a director should continue to serve on the Board and stand for re-election at the next Regular Meeting of Shareholders and to otherwise address Board composition needs.

In addition to the annual evaluation process, the Nominating Committee engaged an independent third-party consultant in fiscal 2017 and fiscal 2020 to conduct individual interviews with each director and certain senior executives and perform a comprehensive analysis of the Board’s overall effectiveness. The next independent consultant-managed evaluation and assessment is currently underway for fiscal 2023.

CEO Evaluation Process

Our Compensation Committee conducts a robust annual CEO evaluation process, consisting of both a performance review and a compensation analysis. The performance evaluation component includes an assessment of the Company’s performance in light of set objectives, personal interviews with the individual Board members and the CEO’s direct reports, and feedback evaluations provided by several individuals who interact with the CEO. Separately, the Compensation Committee’s compensation consultant conducts extensive market research. CEO compensation market data is collected from Fortune 100 companies, our peer group, and a retail-industry focused subset of our peer group to ensure both market competitiveness and appropriateness of our CEO’s compensation relative to her peers. The Compensation Committee’s independent consultant reviews the market data and provides its recommendations to the Compensation Committee. Once all of the relevant performance and compensation data has been collected, the Compensation Committee meets in executive session to discuss the CEO performance evaluation results and CEO compensation. After reviewing all of the collected data regarding performance, the Compensation Committee makes its decision regarding CEO compensation for the forthcoming year. The Compensation Committee then provides its final assessment on CEO performance and decision regarding CEO compensation to the Board for discussion during executive session. Our CEO abstains from participating in all related discussions of the Compensation Committee and Board prior to delivery of the final assessment.

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, policies, principal officers, internal auditors and our independent registered public accounting firm. The orientation also addresses Board procedures, director responsibilities, our Corporate Governance Principles and our Board committee charters. Each of our new directors attended a director orientation following their appointment.

We also offer continuing education programs and provide opportunities to attend commercial director education seminars outside of the Company to assist our directors in maintaining their expertise in areas related to the work of the Board and the directors’ committee assignments.

In fiscal 2022, the Board conducted its annual continuing education seminar for the full Board in September 2021, focusing on institutional investor perspectives on ESG initiatives and priorities.

Anti-Hedging and Anti-Pledging Policies

Our executive officers and Board members are prohibited from pledging Company securities as collateral for a loan or from holding Company securities in a margin account. In addition, all employees and Board members are prohibited from hedging Company securities, including by way of forward contracts, equity swaps, collars, exchange funds or otherwise.

Director Stock Ownership

Our stock ownership guidelines require each of our non-management directors to own 10,000 shares and to hold 50% of their granted equity until that ownership target is met. Directors are required to hold all restricted stock units granted to them during their Board tenure until their service on the Board ends. In fiscal 2022, all of our non-management directors were in compliance with the ownership guidelines. Our stock ownership guidelines for executive officers are discussed in the Executive and Director Compensation — Compensation Discussion and Analysis — Executive Compensation Elements — Other Compensation section.

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Shareholder Engagement

A key part of our corporate governance program is our annual shareholder engagement process. We regularly engage with our shareholders on a variety of topics throughout the year to ensure we are addressing their questions and concerns, to seek input and to provide perspective on Company policies and practices. Our typical engagement follows a seasonal cycle, as outlined below.

 

We have taken several actions in prior years in consideration of shareholder feedback elicited during this process, including: the elimination of the supermajority shareholder vote requirements in our Articles, adoption of proxy access, declassification of our Board, the determination to hold the advisory vote on our executive compensation on an annual basis, adjustments to the director appointments on our Board committees, and the development of our corporate social responsibility program and reporting. We also continue to facilitate direct shareholder communication with management and members of our Board and the ability to easily access and obtain information regarding our Company on our website at www.investors.bestbuy.com. Please see the Executive and Director Compensation — Introduction section for more information regarding actions taken as a result of shareholder feedback received regarding our prior year’s executive compensation decisions.

Environment, Social & Governance

We strive to be a good corporate citizen in all of our interactions with stakeholders, including customers, employees, vendor partners, shareholders, the environment and communities in which we operate. Here are several ways we reflect this approach in the management of the Company’s environmental, social and governance initiatives:

Company Purpose & Vision

Our purpose — to enrich lives through technology — is more relevant today than ever. This purpose is enduring, and we have used it to hone our five-year vision: “We personalize and humanize technology solutions for every stage of life.” We believe that having our employees focused on our Company’s purpose and finding ways to connect it to their individual purpose is a key driver of both performance and sustainability.

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Environmental Sustainability

We maintain our leadership role in addressing climate change. We have achieved significant progress toward our carbon emissions reduction goal of 75% by 2030 (over a 2009 baseline), from both operational reductions and renewable sourcing. We are committed to being carbon neutral across our operations by 2040. We also made additional investments in solar energy, bringing our total to four projects, that are expected to produce approximately 1.5 million megawatt hours of clean electricity per year.

We also have a goal to help our customers reduce carbon emissions by 20% by 2030 (over a 2017 baseline), which we estimate will save them $5 billion on utility bills by putting greater emphasis on ENERGY STAR® electronics, appliances and other energy saving devices.

In 2021, our Reverse Logistics Center in Chino, California earned Best Buy’s first TRUE certification for zero waste and we are pursuing certification at three more distribution centers this year.

Additionally, water and waste reduction are important facets of our environmental strategy across our operations. We have set goals to achieve 85% waste diversion and 15% water reduction by 2025 (over a 2019 baseline).

We are driving the circular economy forward by influencing the sustainable design and material sourcing for products and packaging, providing product repair and trade-ins, responsibly recycling, and reducing waste in our operations and for our customers. In fact, over two million products found a second life through trade-in, Geek Squad and Best Buy outlets in 2021. We continue to operate the most comprehensive consumer electronics and appliances takeback program in the U.S. In 2021, we collected more than 192 million pounds of consumer electronics and appliances for recycling, bringing our total to more than 2.5 billion pounds.

We are proud to be named to the CDP Climate A List for the fifth consecutive year, which recognizes the top companies worldwide impacting climate change, as well as transparency in reporting. In addition to CDP, Best Buy utilizes the Task Force on Climate-Related Financial Disclosures (TCFD) framework to report climate data. This can be found in our fiscal 2021 ESG Report.

Human Rights and Responsible Sourcing

We are committed to respecting and advancing human rights through our alignment with the United Nations Guiding Principles on Business and Human Rights. Further, across all of the products and services we procure, we seek to mitigate risk, enhance the partnership with our suppliers and create value for all stakeholders through our Responsible Supply Chain Program. We are active members of the Responsible Business Alliance, which allows us to partner with many of the brands we sell, including Apple, Intel, Microsoft and Samsung. Collectively, we embrace a common Supplier Code of Conduct and audit methodology that creates business value by improving working and environmental conditions in the supply chain. Our Responsible Supply Chain Program has expanded from only private label manufacturing to certain branded vendors, as well as a pilot group of indirect vendors.

Community Impact

We are committed to supporting teens from disinvested communities in building brighter futures through technology, training, and mentorship. The primary way we do this is through our network of Best Buy Teen Tech Centers, places where teens can develop critical skills through hands-on activities that explore their interests in a variety of areas, such as software engineering, filmmaking, 3D design and music production. Teens gain exposure to new career possibilities and benefit from positive adult and peer relationships. Together with our partners, we are building a network of 100 Best Buy Teen Tech Centers across the country by 2025. We are currently serving teens at 47 Best Buy Teen Tech Centers.

In 2021 we invited our customers to join us in supporting our Best Buy Teen Tech Center initiative via a donation-based campaign. This campaign sought to educate customers about Best Buy Teen Tech Centers and allowed them to make a tax-deductible donation when making a purchase, including at a Best Buy store, BestBuy.com or the Best Buy App. Between July and October, customers contributed more than $5.5 million to help support local Best Buy Teen Tech Centers.

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Diversity, Equity & Inclusion

We are creating a more inclusive future, both inside our company and in our communities. Last year, we set employee diversity goals to be attained by 2025 and affirm our commitment to continued progress.

We are pleased to report the following progress in fiscal 2022:

• We filled 37% of new, salaried corporate positions with Black, Indigenous and people of color (BIPOC) employees, which surpasses our goal to fill one of three positions; and

• We filled 26% of new, salaried field positions with female employees, which is considerable progress in reaching our goal to fill one of three positions.

We are taking other key steps to increase diverse representation across the enterprise:

• We are proud of the diversity within our Board of Directors, which is comprised of 45% female directors and 36% BIPOC directors.

• We are focused on taking steps to foster inclusion among all employee groups to create parity in retention rates, including transforming the composition of our senior leadership teams to reflect that of our Board of Directors.

• Last year, our technology team committed to hiring 1,000 new employees within two years, 30% of which would be diverse, specifically Black, Latinx, Indigenous and women. As of the end of fiscal 2022, we hired nearly 900 new technologists, and 39% met our diverse criteria.

• The Compensation Committee has committed to focus on the Company’s diversity, equity and inclusion efforts for part of each regular meeting, supported by ongoing dialogue with diversity, equity and inclusion leadership.

In fiscal 2022, we made a significant commitment to supplier diversity. We plan to spend at least $1.2 billion with BIPOC and diverse businesses by 2025, with a focus on funding and supporting partner organizations that are empowering BIPOC leaders in the tech industry. In addition, we are investing up to $10 million with Brown Venture Group, a venture capital firm that focuses exclusively on Black, Latinx and Indigenous-founded technology startups in emerging technologies.

For our communities, we plan to spend $44 million by 2025 to expand college preparation and career opportunities for BIPOC students, including adding scholarships for Historically Black Colleges and University students and increasing scholarship funding for Best Buy Teen Tech Center youth.

Employee Training and Development

Personal growth is at the heart of our people strategy, and we believe investing in training, upskilling and reskilling programs will produce long-lasting benefits to the organization by creating a more productive, engaged and adaptable workforce. In fiscal 2022, each of our U.S. employees spent an average of at least fifty hours on training and development.

We made the following enhancements to our training and development program in fiscal 2022:

• Implemented training content from LinkedIn Learning to augment the trainings specifically created for Best Buy employees;

• Moved to emphasize the importance of skills and abilities, rather than just education and experience, when making hiring decisions, which we believe drives a more inclusive and growth-oriented culture;

• Identified an artificial intelligence platform to proactively plan for future workforce roles, creating new learning and career paths; and

• Piloted a high potential leadership development program and will begin to scale that program across the company.

	2022 Proxy Statement	22

Employee Benefits

We strive to help our employees live happy, healthy and productive lives that balance work and home. That is why we offer a range of benefits to support employees’ overall well-being: physical, mental, financial and work-life balance. In fiscal 2022, we expanded our offerings in several areas including:

• Maternity leave benefits that offer qualifying employees up to ten weeks of leave at 100% pay;

• Caregiver support benefits that offer employees personalized help in a time of great need through Wellthy, a caregiver support program, which helps employees with emergency housing, healthcare, substance abuse, complex eldercare issues and many other moments of crisis; and

• Creation of the HOPE Fund – Helping Our People in Emergencies – in equal partnership with the Richard M. Schultze Family Foundation, which provides employees in hardship situations the opportunity to receive up to $2,500 in financial assistance.

Additionally, we continued our focus on:

• Enhanced pandemic-related benefits, including free vaccination clinics and other vaccination incentives; pay support for those required to quarantine or isolate consistent with public-health guidance; coverage of COVID-19-related health care expenses; expanded caregiver leave; additional support for backup childcare; tutoring reimbursement and access to physical and mental health virtual visits;

• Mental health, including our commitment to raise awareness about mental health, equipping employees with training to notice concerns with themselves or others so they can seek help; and

• Tuition assistance, including the expansion of our partnership schools, giving eligible employees the opportunity to earn a degree with no out-of-pocket costs.

COVID-19 Safety Response

The safety of our employees and customers continues to be a top priority. As the COVID-19 pandemic continues to evolve, our health-and-safety protocols also evolve, informed by CDC guidance, local requirements and enhanced scientific knowledge concerning COVID-19 and the impact of variants of concern. We have offered, and continue to evaluate, enhanced employee benefits throughout the pandemic as further described above within the Employee Benefits section.

Public Policy

As a major corporation and corporate citizen, we believe that it is important to work with policymakers on issues impacting our customers, employees, operations, shareholders and communities. We know that collaboration helps bring about change that better serves our industry and the communities where we live and work. In fiscal 2022, our public policy priorities included: tax; trade; workforce; fair competition; cybersecurity, data privacy and internet of things; supply chain and infrastructure; COVID-19 relief and recovery; social justice; environmental sustainability; and emerging technology and innovation. More information about these priorities, as well as our annual political activity reports and related policies, can be found athttps://corporate.bestbuy.com/advocacy.

Communications with the Board

Anyone who wishes to contact the Board, any individual director, or the independent directors as a group, are welcome to do so in writing, addressed to such person(s) in care of:

Mr. Todd G. Hartman

General Counsel,

Chief Risk Officer and Secretary

Best Buy Co., Inc.

7601 Penn Avenue South

Richfield, Minnesota 55423

Mr. Hartman will forward all written 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. Hartman may, at his discretion, forward certain correspondence, such as customer-related inquiries, elsewhere within the Company for review and possible

		23		2022 Proxy Statement

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.

Corporate Governance Website

If you would like additional information about our corporate governance practices, you may view the following documents at www.investors.bestbuy.com under “Governance—Corporate Governance”.

• Amended and Restated Articles of Incorporation

• Amended and Restated By-laws

• Corporate Governance Principles

• Audit Committee Charter

• Compensation and Human Resources Committee Charter

• Finance and Investment Policy Committee Charter

• Nominating, Corporate Governance and Public Policy Committee Charter

• Code of Ethics

• Best Buy Co., Inc. 2020 Omnibus Incentive Plan

• Policy for Shareholder Nomination of Candidates to Become Directors of the Company

• Process for Communication with the Board

	2022 Proxy Statement	24

ITEM OF BUSINESS NO. 1 — ELECTION OF DIRECTORS

General Information

Our By-laws provide that our Board consist of one or more directors and that the 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 that the action is taken. The number of directors on our Board is reviewed and set by our Board no less often than annually. In March 2022, the Board set the number of directors at eleven. The Board will continue to evaluate the size of the Board and make adjustments as needed to meet the current and future needs of the Company.

Director Nomination Process

The Nominating Committee is responsible for screening and recommending to the full Board director candidates for nomination. When the Board and its Nominating Committee determines that a director nomination or search is necessary, the process is robust, thorough and deliberate.

 

The Nominating Committee will consider director candidates nominated by shareholders. Shareholder nominations must be accompanied by a candidate resume that addresses the extent to which the nominee meets the director qualification standards and any additional search criteria posted on our website. 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:

Chair, Nominating, Corporate Governance and Public Policy Committee

c/o Mr. Todd G. Hartman

General Counsel,

Chief Risk Officer and Secretary

Best Buy Co., Inc.

7601 Penn Avenue South

Richfield, Minnesota 55423

		25		2022 Proxy Statement

Advance Notice and Proxy Access By-Law Provisions

Our By-laws establish advance notice procedures with respect to shareholder proposals and the nomination of candidates for election as directors and the proposal of any business not intended to be included in our proxy statement, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be “properly brought” before a meeting, a shareholder must comply with advance notice requirements and provide us with certain information. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 120 days nor more than 150 days prior to the anniversary of the immediately preceding annual meeting of shareholders. The By-laws also specify requirements as to the form and content of a shareholder’s notice.

In addition to the director nomination provisions described above, the By-laws contain a “proxy access” provision that provides that any shareholder or group of up to twenty shareholders who qualify as an eligible shareholder under the proxy access provisions of our By-laws may nominate and include in our proxy materials director candidates constituting up to 20% of our board of directors or two directors, whichever is greater. In order for a shareholder or group of shareholders to be eligible under the proxy access provisions of our By-laws to nominate a director, such shareholder or group of shareholders must, among other criteria, be eligible to vote at the Company’s annual meeting and have owned or together with other group shareholders owned 3% or more of the voting power of our issued and outstanding common stock continuously for at least three years. In order to use the proxy access provisions of our By-laws, shareholders and their nominees must satisfy all the eligibility and notice requirements specified in our By-laws. A shareholder proposing to nominate a person for election to our board of directors through the proxy access provision must provide us with a notice requesting the inclusion of the director nominee in our proxy materials and other required information not less than 120 days nor more than 150 days prior to the first anniversary of the date on which our definitive proxy statement was released to shareholders in connection with the prior year’s annual meeting. The complete proxy access provisions for director nominations are set forth in the By-laws.

Director Qualification Standards

In seeking new board members, our objective is to identify and retain directors that can effectively develop the Company’s strategy and oversee management’s execution of that strategy. 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 the 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.

As part of its annual evaluation process for director nominees, the Nominating Committee considers other criteria, including the candidate’s history of achievement and superior standards, ability to think strategically, willingness to share examples based upon experience, policy-making experience, and ability to articulate a point of view, take tough positions and constructively challenge management. Directors must also be committed to actively engaging in their 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.

Our Corporate Governance Principles describe our policy of considering diversity in the director identification and nomination process. When considering Board candidates, the Nominating Committee seeks nominees with a broad range of experience from a variety of industries and professional disciplines, such as finance, professional services and technology, 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. As part of its annual review of the Board’s composition and director nominees, the Nominating Committee assesses the effectiveness of its approach to diversity. When the Nominating Committee identifies an area of which the Board may benefit from greater representation, it may focus its candidate search on particular experience, background or diversity characteristics, including gender, ethnic and geographical attributes. The Board believes that diversity in the backgrounds and qualifications of Board members ensures the mix of experience, knowledge and abilities necessary for the Board to fulfill its responsibilities and leads to a more effective oversight and decision-making process.

	2022 Proxy Statement	26

The grid below summarizes the key qualifications and skills each of our director nominees possess that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill; rather a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography describes these qualifications and relevant experience in more detail.

 

		27		2022 Proxy Statement

Director Nominees (Ages and Committee roles as of April 27, 2022)

The biographies of each of the nominees include 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 any, and the key experiences, qualifications, attributes or skills that led 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 nominee and any director, executive officer or person chosen to become an executive officer. There are also no material proceedings to which any director, officer, affiliate of the Company, any 5% shareholder or any associate is a party adverse to the Company or its subsidiaries or has a material interest adverse to the Company or its subsidiaries.

	Corie S. Barry
	Age: 47	Committees:
	Director Since: June 2019	None
		Other Public Company Directorships:
		•	Domino’s Pizza, Inc.

Current Role:

• Chief Executive Officer (2019-present), Best Buy Co., Inc.

Prior Roles:

• Chief Financial Officer (2016-2019) & Strategic Transformation Officer (2018-2019), Best Buy Co., Inc.;

• Chief Strategic Growth Officer & interim President, Services, Best Buy Co., Inc. (2015-2016);

• Senior Vice President, Domestic Finance, Best Buy Co., Inc. (2013-2015);

• Vice President, Chief Financial Officer & Business Development, Home Business Group, Best Buy Co., Inc. (2012-2013); and

• Vice President, Finance – Home Customer Solutions Group, Best Buy Co., Inc. (2010-2012).

Education: Ms. Barry holds degrees from the College of St. Benedict.

Key Qualifications & Experience:

• Growth/Transformation Experience - As Best Buy’s Chief Executive Officer and a key member of the Best Buy executive team prior to her CEO appointment, Ms. Barry has played a critical role in the Company’s successful transformation and in developing and executing the strategy in place today. She has led Best Buy’s strategic transformation and growth efforts, including the launch of its In-Home Consultation program and its expansion in the health space. Ms. Barry has a demonstrated track record of advocating for and mentoring women in the workplace and in the community through her close involvement with the Company’s women’s development group, local women’s leadership organizations and her alma mater.

• Finance Expertise - As Best Buy’s Chief Financial Officer from 2016 to 2019, Ms. Barry brings strong financial acumen to the board. She previously served in a variety of financial and operational roles within the Company, including Senior Vice President of Domestic Finance. Prior to joining Best Buy in 1999, she worked at Deloitte & Touche LLP.

• Knowledge of Best Buy and/or Industry - As Best Buy’s CEO since 2019, Ms. Barry has a deep knowledge of the Company, its business partners and the broader industry in which it competes. She has worked at the Company for over 20 years across a wide variety of roles, both in the field and at the corporate office.

	2022 Proxy Statement	28

	Lisa M. Caputo
	Age: 58			Committees:
	Director Since: December 2009				•	Compensation Committee
		✔	Independent		•	Nominating Committee (Chair)
				Other Public Company Directorships:
				None

Current Role:

• Executive Vice President of Marketing, Communications and Customer Experience of The Travelers Companies, Inc., a property casualty insurer (2011-present)

Prior Roles:

• Managing Director and Senior Banker of the Public Sector Group of the Institutional Clients Group of Citigroup, Inc., a financial services company (2010-2011);

• Global Chief Marketing Officer and Executive Vice President of Citigroup, Inc. (2007-2010);

• Chief Marketing and Community Relations Officer, Global Consumer Group, Citigroup, Inc. (2005-2007); and

• Founder, Chairman and Chief Executive Officer of Citi’s Women & Co., a membership service that provides financial education and services for women (2000-2011).

Education: Ms. Caputo holds degrees from Brown University and Northwestern University.

Key Qualifications & Experience:

• Marketing / Customer Experience Expertise - Ms. Caputo’s position as Executive Vice President of Marketing, Communications and Customer Experience of The Travelers Companies, Inc., makes her invaluable to Best Buy’s efforts to broaden its brand, rejuvenate the customer experience and transform its marketing and communications efforts to drive growth. In addition, her perspective gained from driving innovation efforts to explore partnership and investment opportunities at Travelers is helpful as we develop growth initiatives within the Company’s strategy. Ms. Caputo also spent eleven years at Citigroup, advising three CEOs on topics from marketing and communications to government affairs and community relations.

• Environmental, Social & Governance Expertise - Ms. Caputo has an exceptional track record throughout her career of enhancing community and employee engagement, building social impact strategies and leading corporate responsibility and sustainability. Her expertise has been key in the development and execution of the Company’s ESG initiatives.

• Corporate Public Affairs Expertise - Ms. Caputo has also been a senior executive at Walt Disney Co. and CBS Corp., and she spent more than a decade in the public sector, serving as Deputy Assistant to President Bill Clinton and Press Secretary to First Lady Hillary Rodham Clinton. Her diverse public/private background lends an important voice to Board deliberations, particularly those that involve the Company’s government relations and communications efforts.

		29		2022 Proxy Statement

	J. Patrick Doyle
	Age: 58			Committees:
	Director Since: October 2014			None, but as Chairman, Mr. Doyle attends most committee meetings as an ex-officio member.
		✔	Independent
	Chairman			Other Public Company Directorships:
				None

Current Role:

• Executive Partner at The Carlyle Group, one of the world’s largest investment firms (2019 – present)

Prior Roles:

• President and CEO of Domino’s Pizza, Inc., the largest pizza restaurant chain in the world (2010-2018);

• President of Domino’s Pizza (2007-2018);

• Executive Vice President of Team U.S.A. at Domino’s Pizza (2004-2007); and

• Executive Vice President of Domino’s Pizza International (1999-2004).

Education: Mr. Doyle holds degrees from The University of Chicago Booth School of Business and The University of Michigan.

Key Qualifications & Experience:

• CEO Experience - Mr. Doyle served as Chief Executive Officer of Domino’s Pizza, Inc, from 2010 to 2018. Prior to that, he held a variety of other senior leadership roles at Domino’s.

• Digital / E-Commerce Expertise - Under Mr. Doyle’s leadership, Domino’s significantly enhanced its multichannel presence, with digital channels now accounting for 60% of U.S. orders. That expertise supports Best Buy’s goal of increasing its online market share.

• Growth / Transformation Experience - Mr. Doyle led a remarkable transformation at Domino’s, rebuilding the company’s reputation among consumers and more than doubling its global retail sales from $5.5 billion in 2008 to $13.5 billion in 2018. During Domino’s transformation, Mr. Doyle increased the company’s contributions to communities and disaster relief and initiated a partnership to support students interested in careers in agriculture. In his current role at The Carlyle Group, Mr. Doyle leads a partnership to acquire established companies that have the opportunity for value creation and revenue growth through technological transformation.

	2022 Proxy Statement	30

	David W. Kenny
	Age: 60			Committees:
	Director Since: September 2013				•	Compensation Committee (Chair)
		✔	Independent		•	Nominating Committee
				Other Public Company Directorships:
					•	Nielsen

Current Role:

• CEO and a director of Nielsen, a global measurement and data analytics company (December 2018- present)

Prior Roles:

• Chief Diversity Officer, Nielsen (December 2018 – March 2021);

• Senior Vice President of IBM Watson (January 2016-2018) and IBM Cloud (November 2016-2018), business units of IBM, an American multinational technology and consulting corporation;

• Chairman and Chief Executive Officer of The Weather Company, a leading provider of weather forecasts and information (2012-2015);

• President of Akamai, a leading cloud platform technology company (2011-2012);

• Managing Partner of VivaKi, a provider of integrated strategy, technology and marketing solutions for internet-based ecommerce companies (2006-2010); and

• Founder and Chief Executive Officer of Digitas, Inc., which was later merged with VivaKi (1997-2006).

Education: Mr. Kenny holds degrees from the GM Institute (now Kettering University) and Harvard University.

Key Qualifications & Experience:

• CEO Experience - Mr. Kenny is the CEO at Nielsen, an S&P 500 company. He also previously served as CEO of The Weather Co., which was sold to IBM, and Digitas Inc., a global marketing and technology agency, and in a variety of other executive roles, including Senior Vice President of IBM Watson and IBM Cloud, President of Akamai and Managing Partner of VivaKi.

• Technology Expertise - As Senior Vice President of IBM Watson, Mr. Kenny led the company’s growth initiatives around cloud and artificial intelligence services. His online leadership dates to 1997, when he founded Digitas, Inc., a provider of technology and marketing solutions for e-commerce and multichannel companies. His experience leading The Weather Company offers the Company strong environmental leadership and climate change expertise.

• Customer Engagement Expertise - As CEO of Nielsen, a global market research leader, Mr. Kenny has a deep knowledge of consumer insights. As chairman and chief executive officer of The Weather Company, acquired by IBM in 2016, he helped turn the organization into a media heavyweight that produced television programming, developed apps, published content and used analytics to connect businesses to consumers through weather and climate-related content. He uses those consumer centric and strategic skills to support Best Buy’s growth and transformation efforts, including our goal of capturing online share and responsible use of data to serve customers based on how, where and when they want to be served.

		31		2022 Proxy Statement

	Mario J. Marte
	Age: 46			Committees:
	Director Since: January 2021				•	Audit Committee
		✔	Independent		•	Nominating Committee
				Other Public Company Directorships:
				None

Current Role:

• Chief Financial Officer, Chewy, Inc., a Fortune 500 and leading online pet product retailer (2018 – present)

Prior Roles:

• Vice President, Finance & Treasurer, Chewy, Inc. (2015 – 2018);

• Vice President, Financial Planning and Analysis, Hilton Worldwide (2011 – 2015); and

• Director Finance and Controller, Onboard Service, American Airlines (2008 – 2011).

Education: Mr. Marte holds degrees from the University of South Florida and Duke University.

Key Qualifications & Experience:

• Finance Expertise - As the Chief Financial Officer of Chewy, Inc., Mr. Marte brings deep financial expertise to the Best Buy Board. In his current role, Mr. Marte led the successful initial public offering of Chewy in June 2019 and leads all finance, accounting and investor relations functions for the company. Prior to becoming CFO, he led financial planning and analysis and treasury in three successful private fundraisings and the sale of Chewy to BC Partners in 2017. He has almost two decades of experience in finance at American Airlines, Hilton Worldwide and Chewy.

• Growth / E-commerce / Transformation Expertise - Mr. Marte has experience in growth and transformation, having established the financial planning, operations finance and treasury functions at Chewy Inc. He also worked closely with the leadership team to reengineer the company’s financial strategy and long-term growth plan in the first six months after joining Chewy. These steps led the company to grow from $250 million in revenue to more than $9 billion in seven years while rapidly scaling to profitability and the lead position in e-commerce for the pet category.

• Global Expertise - Mr. Marte has held finance and functional roles at large, global and capital-intensive companies in travel and hospitality. He has worked internationally, based in Spain and the United Kingdom, while leading teams across several countries and regions including Asia Pacific, Latin America, North America and Europe. He has operated in a variety of cultures, regulatory and currency regimes, and has implemented processes and systems that accelerate time and improve visibility into business performance across business lines and on a global basis.

	2022 Proxy Statement	32

	Karen A. McLoughlin
	Age: 57			Committees:
	Director Since: September 2015				•	Audit Committee
		✔	Independent		•	Finance & Investment Policy Committee (Chair)
				Other Public Company Directorships:
					•	Agilon Health

Current Role:

• None

Prior Roles:

• Chief Financial Officer of Cognizant Technology Solutions Corporation, a Fortune 500 company and leading provider of information technology, business process and consulting services (2012-2020);

• Senior Vice President, Financial Planning and Analysis and Enterprise Transformation of Cognizant (2008-2012);

• Vice President, Global Financial Planning and Analysis of Cognizant (2003-2008); and

• Vice President, Finance of Spherion Corp., now SFN Group Inc., which was acquired by Randstadt (1997-2003).

Education: Ms. McLoughlin holds degrees from Wellesley College and Columbia University.

Key Qualifications & Experience:

• Finance Expertise - As the former Chief Financial Officer of Cognizant Technology Solutions Corp., Ms. McLoughlin brings strong financial acumen to the Best Buy board. Prior to that role, she spent more than twenty years in various finance management roles at Cognizant, Spherion and Rider System Inc.

• Services Expertise – In her seventeen years at Cognizant, Ms. McLoughlin developed a deep knowledge of the IT services sector, which is invaluable to Best Buy as we focus on our own internal IT processes and continue to emphasize Services across the organization as part of our Company strategy.

• Growth / Transformation Expertise - During Ms. McLoughlin’s time at Cognizant, the company experienced tremendous growth, with revenue increasing from $368 million in 2003 to $16.7 billion in 2020. Cognizant ranked No. 194 on the 2020 Fortune 500 list. Ms. McLoughlin brings experience in social impact through Cognizant’s efforts to help youth build the skills to compete and thrive in the global economy. Her prior leadership in Cognizant’s Women Empowered program, which aims to elevate women at all levels, is beneficial in the Company’s diversity and inclusion work.

		33		2022 Proxy Statement

	Thomas L. “Tommy” Millner
	Age: 68			Committees:
	Director Since: January 2014				•	Audit Committee (Chair)
		✔	Independent		•	Nominating Committee
				Other Public Company Directorships:
					•	Trulieve

Current Role:

• None

Prior Roles:

• Chief Executive Officer and a Director of Cabela’s Inc., a leading multi-channel retailer of hunting, fishing and camping products (2009-2017); and

• President and Chief Executive Officer of Freedom Group, Inc. and its successor company, Remington Arms Company, Inc., a firearms and ammunition manufacturer (1999-2009).

Education: Mr. Millner holds a degree from Randolph Macon College.

Key Qualifications & Experience:

• CEO Experience - Mr. Millner served as CEO of Cabela’s, Inc., a leading multi-channel retailer of hunting, fishing and camping products, from 2009 to 2017. He also previously served as CEO of Freedom Group, Inc. and Remington Arms Co., Inc., a firearms and ammunition manufacturer.

• Growth / Transformation Expertise - Mr. Millner has experience leading a specialty retailer through a transformation and significant growth, taking Cabela’s from $2.6 billion in revenue in 2009 to $4.13 billion in 2016. Bass Pro Shops Inc. bought the company for $4.0 billion in 2017. Throughout this period of Mr. Millner’s leadership, Cabela’s maintained its dedication to conserving fish, game and natural resources, and created Camp Cabela, a program dedicated to providing thousands of underserved inner-city children the opportunity to camp, fish and enjoy the outdoors.

• Knowledge of Best Buy and/or Industry - As the former president and CEO of Cabela’s, Inc., Mr. Millner was a prominent player in multichannel retail. He brings to the Best Buy Board expertise in support of the Company’s strategy, particularly priorities concerning effective merchandising and multichannel operations.

	2022 Proxy Statement	34

	Claudia F. Munce
	Age: 62			Committees:
	Director Since: March 2016				•	Audit Committee
		✔	Independent		•	Finance & Investment Policy Committee
				Other Public Company Directorships:
				None

Current Role:

• Venture Advisor at New Enterprise Associates (NEA), one of the world’s largest and most active venture capital firms (January 2016-present); and

• Lecturer in Management at Stanford University Graduate School of Business (2021 - present).

Prior Roles:

• Director on the Board of Directors of CoreLogic, a financial services company (2017 – 2021);

• Managing Director of IBM Venture Capital Group and Vice President of Corporate Strategy at IBM Corp. (2004-2015);

• Director of Strategy, IBM Venture Capital Group (2000-2004); and

• Head of Technology Transfer and Licensing, IBM Research (1994-2000).

Education: Ms. Munce holds degrees from the Santa Clara University School of Engineering and the Stanford University Graduate School of Business.

Key Qualifications & Experience:

• Venture Capital Expertise - As a seasoned venture capital leader, Ms. Munce has developed a deep knowledge of strategic partnerships and M&A activities. She currently is a venture adviser at New Enterprise Associates, one of the world’s largest and most active venture capital firms. She also serves on the organizational boards of the National Venture Capital Association and Global Corporate Venturing Leadership Society.

• Technology Expertise - Ms. Munce’s many years of focusing on emerging markets and disruptive technology are valuable to Best Buy as it explores growth opportunities consistent with its Best Buy 2020 strategy. She brings the perspective of someone with a highly technical engineering and computer science background, as well as business acumen and a strategic mindset. She is also a National Association of Corporate Directors (NACD) certified Cybersecurity Oversight director.

• Growth / Transformation Experience - Ms. Munce was a founding member of the IBM Venture Capital Group, a unit within IBM that drives non-organic growth through partnerships and M&A activities globally, focusing on growth markets and disruptive technology and business models. While at IBM, she worked with more than 300 venture capital firms across thirty countries to advance the company’s strategic goals for developing innovations worldwide. Ms. Munce is an advocate for women’s leadership in the technology industry and works to close the gender gap at the highest levels of business.

		35		2022 Proxy Statement

	Richelle P. Parham
	Age: 54			Committees:
	Director Since: March 2018				•	Compensation Committee
		✔	Independent		•	Nominating Committee
				Other Public Company Directorships:
					•	E.L.F.
					•	Laboratory Corporation of America Holdings

Current Role:

• President of Global e-Commerce and Business Development, Universal Music Group (UMG), the world’s leading music-based entertainment company (June 2021 – present);

Prior Roles:

• Partner & Managing Director of WestRiver Group, a collaboration of leading investment firms that provides integrated capital solutions to the global innovation economy (2019 – 2021)

• General Partner, Camden Partners Holdings, LLC, a private equity firm (2016-2019);

• Vice President and Chief Marketing Officer, eBay, Inc., a global e-commerce company (2010-2015);

• Head, Global Marketing Innovation (2010); and Head, Global Marketing Services (2008-2010) of Visa, Inc., a global payments technology company;

• Senior Vice President, Strategy and Enablement, Rapp Worldwide (2007-2008);

• Various marketing-related leadership roles, Bronner Slosberg Humphrey, now known as Digitas Inc. (1994-2007); and

• Former Director at Scripps Network Interactive (2012-2018).

Education: Ms. Parham holds multiple degrees from Drexel University.

Key Qualifications & Experience:

• Marketing Expertise - As Vice President and Chief Marketing Officer of eBay, Inc., Ms. Parham was tasked with transforming the company’s brand reputation. She focused on optimizing the company’s marketing budget to improve return on investment and new revenue streams, and she helped decrease attrition rates by building out the company’s CRM strategy and better understanding the customer’s path to making purchase decisions. She has strong knowledge of how to use data analytics for more effective targeting and pricing. Her experience in non-profit and social impact, including work to encourage girls to pursue STEM, are in line with the Company’s programs to prepare youth from underserved communities for higher education and technology careers.

• Digital / E-commerce Experience - As President of Global e-Commerce and Business Development at UMG, Ms. Parham oversees the global e-commerce strategy and business development across the company’s iconic labels, publishing company, operating units, and territories. With extensive experience in e-commerce, Ms. Parham takes pride in understanding the fundamental needs of consumers, rethinking what is possible and executing effectively at scale. She leverages her experience in eCommerce, consumer marketing, audience growth, business development and direct-to-consumer to elevate UMG’s artists and drive the UMG vision of a holistic fan-centric ecosystem that complements partner platforms. She has led strategy and built brands via various digital channels. Her insight is highly valuable to the Board as it moves forward with its strategy.

• Business Operations / Strategy Expertise - Ms. Parham is a seasoned, senior-level executive with more than twenty-five years of experience at best-in-class corporations such as eBay, Visa, Digitas and Citibank. She has a proven track record of leading high-performing teams and using strategic planning and analytical decision-making to successfully drive key business performance.

	2022 Proxy Statement	36

	Steven E. Rendle
	Age: 62			Committees:
	Director Since: March 2021				•	Audit Committee
		✔	Independent		•	Finance & Investment Policy Committee
				Other Public Company Directorships:
					•	VF Corp

Current Role:

• Chairman, President and Chief Executive Officer of VF Corp (2017 – present)

Prior Roles:

• President & Chief Operating Officer, VF Corp. (2015-2016);

• Senior Vice President, Americas, VF Corp. (2014 – 2015);

• Group President, Outdoor & Action Sports, Americas, of VF Corp. (2011 – 2014);

• President, Outdoor Americas, of VF Corp. (2009 – 2010); and

• Brand President, The North Face, a VF Corp. brand (2004 – 2010).

Education: Mr. Rendle holds a degree from the University of Washington

Key Qualifications & Experience:

• CEO Experience: Mr. Rendle has served as CEO of VF Corp., one of the world’s largest apparel, footwear and accessories companies with $10 billion in annual revenue, since January 2017. He previously held several leadership positions within VF Corp. and the company’s The North Face brand.

• Growth / Transformation Experience: Since his appointment to CEO in 2017, Mr. Rendle has led VF’s global business model transformation and the reshaping of its apparel and footwear brand portfolio to accelerate growth. Under his leadership, VF completed the divestitures and spin-offs of several brands, including the spinoff of Kontoor Brands (a $2 billion jeans business), acquired a number of brands, including Dickies and Supreme, and relocated the company’s global headquarters to Denver, Colorado. Mr. Rendle is successfully navigating VF through a rapidly changing global retail environment, driving rapid transformation of VF’s brands towards a consumer-minded, retail-centric and hyper-digital future.

• Purpose-Led Consumer Brand Strategy and Business Execution: Mr. Rendle has led the vision for VF to become a purpose-led, performance-driven organization that prioritizes environmental and social responsibility throughout its global operations. His principled leadership has led VF to be named as one of the World’s Most Ethical Companies by Ethisphere for five consecutive years and No. 8 on the Barron’s 100 Most Sustainable Companies list, among other external accolades. Corporate Responsibility Magazine named Mr. Rendle a Responsible CEO of the Year in 2018. This purpose-led approach is deeply integrated into each of VF’s brands and their product and consumer engagement strategies, helping to create value for the company’s shareholders and stakeholders alike.

		37		2022 Proxy Statement

	Eugene A. Woods
	Age: 57			Committees:
	Director Since: December 2018			•	Compensation Committee
		✔	Independent	•	Finance & Investment Policy Committee
				Other Public Company Directorships:
				None

Current Role:

• President and Chief Executive Officer of Atrium Health (2016 - present)

Prior Roles:

• President and Chief Operating Officer of Christus Health (2014 - 2015);

• Executive Vice President and Chief Operating Officer of Christus Health (2011 - 2014);

• Senior Vice President, Operations and Chief Executive Officer of St. Joseph Health Care for Catholic Health Initiatives (2005 - 2011);

• Senior Vice President and Chief Operating Officer of Washington Hospital Center (2001 - 2005);

• President and Chief Executive Officer of Roy Schneider Hospital (1998 - 2001); and

• Vice President, Administration at Southside Regional Medical Center (1993 - 1998).

Education: Mr. Woods holds multiple degrees from Pennsylvania State University.

Key Qualifications & Experience:

• Health Care Expertise - Mr. Woods has more than 30 years of health care experience, having overseen non-profit and for-profit hospitals, academic and community-based delivery systems and rural and urban facilities. He is currently president and CEO of Atrium Health, a health care system with over $12 billion of annual revenue, 40 hospitals and 1,400 care locations. In 2021, Mr. Woods was re-named by Modern Healthcare as one of the 100 Most Influential People in Healthcare, taking spot number 4. In addition, in 2021 he was named among Modern Healthcare’s Top 25 Minority Executives in Healthcare for the sixth consecutive time – and featured on its listing of only five “Luminaries,” honored for their career-defining work in reshaping the industry.

• CEO Experience - Mr. Woods has served as CEO of Atrium Health, one of the nation’s most comprehensive and highly integrated and innovative health care systems, since 2016. He also previously served as President & COO of CHRISTUS Health and was SVP of CHI Divisional Operations/CEO of Saint Joseph Health System. He has also held a variety of other senior leadership roles at health care organizations throughout the country.

• Growth / Transformation Expertise - Since becoming CEO in 2016, Mr. Woods has led Atrium Health’s expansion beyond the Carolinas into other areas of the Southeast, including Georgia. He also has led a digitalization initiative by building out Atrium’s strong telehealth program, and he is working on new models for long-term cost of care and changing quality-of-care metrics. Mr. Woods brings to the Company a track record of leadership in uniting a large organization around a vision and mission, fostering a diverse, inclusive and engaging work environment, and a strong commitment to serving the community.

	2022 Proxy Statement	38

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 Articles prohibit cumulative voting, which means you can vote only once for any nominee. The affirmative vote of a majority of the votes cast with respect to the director is required to elect a director.

Proxy cards that are properly executed will be voted for the election of all of the nominees unless otherwise specified.

Board Voting Recommendation

The Board recommends that shareholders vote FOR the election of Corie S. Barry, Lisa M. Caputo, J. Patrick Doyle, David W. Kenny, Mario J. Marte, Karen A. McLoughlin, Thomas L. Millner, Claudia F. Munce, Richelle P. Parham, Steven E. Rendle and Eugene A. Woods for a term of one year. All of the nominees are current members of the Board.

		39		2022 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information about the number of shares of our common stock beneficially owned on March 28, 2022 (unless otherwise indicated), by each of our named executive officers. The table provides similar information for each director and director nominee, all directors and executive officers as a group, and each person, or any group that we know who beneficially owns more than 5% of the outstanding shares of our common stock.

Name and Address(1)	Number of Shares Beneficially Owned	Percent of Shares Beneficially Owned
Corie Barry, Chief Executive Officer