01—Abstract
Summary
Summary of the 8-K filed June 17, 2025. Cited figures are marked; the original filing is the authoritative source.
Best Buy Co., Inc. held its Regular Meeting of Shareholders on June 13, 2025.
Holders of 185,953,615 of the 211,685,537 shares outstanding on the April 14, 2025 record date were represented in person or by proxy, which constituted a quorum. This Form 8-K reports only the final voting results under Item 5.07 and does not include any financial results or other financial disclosures. All twelve director nominees were elected to one-year terms.
Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026, approved the non-binding advisory vote on executive compensation, and approved Amendment No. 1 to the Company's 2020 Omnibus Incentive Plan. Each of the five shareholder proposals was rejected. The filing refers readers to the Form 10-K for the fiscal year ended February 1, 2025, and the Proxy Statement dated May 1, 2025 for additional information.
02—Key points
Key Highlights
- Quorum was met at the June 13, 2025 Regular Meeting, with 185,953,615 shares represented out of 211,685,537 shares outstanding on the April 14, 2025 record date.
- All 12 director nominees were elected for one-year terms; for example, Corie S. Barry received 168,689,940 'For' votes and Lisa M. Caputo received 159,997,479 'For' votes with 9,427,528 'Against'.
- Deloitte & Touche LLP's appointment as independent registered public accounting firm for the fiscal year ending January 31, 2026 was ratified with 178,593,113 'For' votes and 7,127,552 'Against'.
- The non-binding advisory vote on executive compensation was approved, with 155,480,282 'For' votes and 13,972,314 'Against'.
- Amendment No. 1 to the 2020 Omnibus Incentive Plan was approved, with 159,246,138 'For' votes and 10,170,292 'Against'.
- All five shareholder proposals were rejected, including 'Support for Shareholder Right to Act by Written Consent' (11,968,421 'For' vs. 159,986,113 'Against') and 'Publish Climate Transition Plan to Achieve Stated Goals' (22,562,175 'For' vs. 146,234,095 'Against').
03—Questions
Frequently Asked Questions
Which directors were elected at the June 13, 2025 shareholder meeting?
Twelve 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. Each nominee received substantially more 'For' votes than 'Against' votes.
Did shareholders approve the company's executive compensation?
Yes. The non-binding advisory vote to approve executive compensation was approved, with 155,480,282 votes 'For', 13,972,314 'Against', and 228,875 'Abstain', plus 16,272,144 broker non-votes.
Who is the company's independent auditor for the fiscal year ending January 31, 2026?
Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for that fiscal year, with 178,593,113 votes 'For', 7,127,552 'Against', and 232,950 'Abstain'.
What amendment was approved related to equity compensation?
Shareholders approved Amendment No. 1 to the Company's 2020 Omnibus Incentive Plan, with 159,246,138 votes 'For', 10,170,292 'Against', and 265,041 'Abstain', plus 16,272,144 broker non-votes.
Were any shareholder proposals approved?
No. All five shareholder proposals were rejected. The proposals concerned written consent rights, a request to cease CEI participation, a report on LGBTQIA+ inclusion efforts, and a climate transition plan, along with the written consent proposal noted above.
04—Continue