01—Abstract
Summary
Summary of the 8-K filed June 14, 2024. Cited figures are marked; the original filing is the authoritative source.
Best Buy Co., Inc. held its Regular Meeting of Shareholders on June 12, 2024.
As of the April 15, 2024 record date, 216,352,418 shares of common stock were issued and outstanding, and holders of 194,879,689 shares were represented in person or by proxy, which constituted a quorum. Shareholders elected all 12 director nominees to one-year terms, ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending February 1, 2025, and approved on a non-binding advisory basis the executive compensation of the company's named executives. The only proposal that was not approved was a shareholder proposal titled "Shareholder Opportunity to Vote on Excessive Golden Parachutes," which was rejected with 11,109,365 votes for and 165,910,794 votes against.
The filing reports broker non-votes of 17,344,597 on the director, executive compensation and golden parachute items, and shows no broker non-votes on the auditor ratification. The filing directs readers to the company's Form 10-K for the fiscal year ended February 3, 2024, its Proxy Statement dated April 30, 2024, and its other public reports for further information. The vote results indicate broad shareholder support for management's slate and compensation program, with the golden parachute proposal failing by a wide margin.
02—Key points
Key Highlights
- Annual meeting held June 12, 2024, with a quorum of 194,879,689 of 216,352,418 outstanding shares present or represented by proxy as of the April 15, 2024 record date.
- All 12 director nominees were elected to one-year terms; Corie S. Barry received 176,727,922 votes for, and Lisa M. Caputo received the most votes against at 5,076,619.
- Deloitte & Touche LLP was ratified as independent registered public accounting firm for the fiscal year ending February 1, 2025, with 191,604,556 votes for and 3,090,415 against.
- Non-binding advisory vote on executive compensation was approved, with 162,888,486 votes for and 14,350,016 against.
- Shareholder proposal on excessive golden parachutes was rejected, with 11,109,365 votes for and 165,910,794 against.
- Broker non-votes totaled 17,344,597 on the director election, executive compensation and golden parachute items.
03—Questions
Frequently Asked Questions
When and where was the shareholder meeting held, and was there a quorum?
Best Buy held its Regular Meeting of Shareholders on June 12, 2024. Holders of 194,879,689 shares, out of 216,352,418 shares outstanding at the April 15, 2024 record date, were represented in person or by proxy, which constituted a quorum.
Which directors were elected, and how many votes did they receive?
All 12 nominees were elected to one-year terms: Corie S. Barry, Lisa M. Caputo, David W. Kenny, David C. Kimbell, Mario J. Marte, Karen A. McLoughlin, Claudia F. Munce, Richelle P. Parham, Steven E. Rendle, Sima D. Sistani and Melinda D. Whittington. Votes for each nominee ranged from 172,296,520 to 176,928,114, with against votes ranging from 443,849 to 5,076,619.
Who is the company's auditor, and was the appointment approved?
Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending February 1, 2025, with 191,604,556 votes for, 3,090,415 against and 184,718 abstentions.
Did shareholders approve executive compensation?
Yes. The non-binding advisory vote on executive compensation was approved, with 162,888,486 votes for, 14,350,016 against and 296,590 abstentions.
Was the shareholder proposal on golden parachutes adopted?
No. The proposal titled "Shareholder Opportunity to Vote on Excessive Golden Parachutes" was rejected, with 11,109,365 votes for, 165,910,794 against and 514,933 abstentions.
04—Continue