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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 19, 2016
__________________
THE HOME DEPOT, INC.
(Exact Name of Registrant as Specified in Charter)
 __________________
Delaware
  
1-8207
  
95-3261426
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
2455 Paces Ferry Road, Atlanta, Georgia 30339
(Address of Principal Executive Offices) (Zip Code)
(770) 433-8211
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
  __________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






 
Item 5.07.    Submission of Matters to a Vote of Security Holders.

The Company's 2016 Annual Meeting of Shareholders was held on May 19, 2016. At the meeting, shareholders voted on the following items:
Proposal 1: The following nominees were elected by majority vote to serve on the Board of Directors:
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
Gerard J. Arpey
901,685,240
 
5,491,578
 
1,707,662
 
188,184,705
Ari Bousbib
904,169,395
 
2,942,435
 
1,772,650
 
188,184,705
Gregory D. Brenneman
897,135,056
 
9,649,780
 
2,099,644
 
188,184,705
J. Frank Brown
904,600,129
 
2,655,969
 
1,628,382
 
188,184,705
Albert P. Carey
898,493,461
 
8,695,943
 
1,695,076
 
188,184,705
Armando Codina
892,086,231
 
13,785,363
 
3,012,886
 
188,184,705
Helena B. Foulkes
898,636,791
 
8,662,852
 
1,584,837
 
188,184,705
Linda R. Gooden
900,472,244
 
6,805,369
 
1,606,867
 
188,184,705
Wayne M. Hewett
903,918,575
 
3,494,210
 
1,471,695
 
188,184,705
Karen L. Katen
889,086,810
 
18,452,481
 
1,345,189
 
188,184,705
Craig A. Menear
874,227,198
 
29,018,640
 
5,638,642
 
188,184,705
Mark Vadon
901,819,287
 
5,374,140
 
1,691,053
 
188,184,705
Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2016 was ratified.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
1,084,024,329
 
10,521,578
 
2,523,278
 
N/A
Proposal 3: An advisory vote on executive compensation was approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
880,129,455
 
23,467,244
 
5,287,781
 
188,184,705

Proposal 4: A shareholder proposal regarding the preparation of an employment diversity report was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
239,747,013
 
559,608,860
 
109,528,607
 
188,184,705
Proposal 5: A shareholder proposal to reduce the threshold for calling special shareholder meetings was not approved.
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTE
381,308,430
 
523,206,130
 
4,369,920
 
188,184,705


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
THE HOME DEPOT, INC.
 
 
 
 
By:
  /s/ Teresa Wynn Roseborough
 
Name:
Teresa Wynn Roseborough
     
Title:
Executive Vice President, General Counsel & Corporate Secretary
Date: May 24, 2016


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