8-KLeadership ChangesExhibits & Filings

HOME DEPOT, INC. 8-K Report, Executive Changes (Nov 15, 2007)

Filed November 15, 2007For Securities:HD

Summary

This 8-K filing from Home Depot, Inc. (HD) on November 15, 2007, primarily reports changes to its Board of Directors. Helen Johnson-Leipold resigned from the Board, effective November 15, 2007, with no stated disagreement related to company operations. In connection with her departure, the Board elected three new directors: Duane Ackerman, Ari Bousbib, and Karen Katen, effective November 15, 2007. These new directors have been assigned to various board committees, including the Nominating and Corporate Governance Committee, Infrastructure Committee, and Leadership Development and Compensation Committee. Additionally, the company disclosed an amendment to its Non-Employee Directors Deferred Share Award to ensure compliance with Section 409A of the Internal Revenue Code. This amendment ensures the proper tax treatment of deferred compensation for non-employee directors.

Key Highlights

  • 1Helen Johnson-Leipold resigned from the Board of Directors, effective November 15, 2007.
  • 2No disagreement was cited by Ms. Johnson-Leipold regarding company operations, policies, or practices.
  • 3Duane Ackerman, Ari Bousbib, and Karen Katen were elected as new directors, effective November 15, 2007.
  • 4The new directors have been appointed to key committees: Nominating and Corporate Governance, Infrastructure, and Leadership Development and Compensation.
  • 5The Non-Employee Directors Deferred Share Award was amended to comply with IRS Section 409A.
  • 6New directors will receive compensation consistent with the company's standard non-employee director arrangements.

Frequently Asked Questions

Helen Johnson-Leipold informed the company of her resignation, effective November 15, 2007. The filing states that she did not cite any disagreement on any matter relating to the Company’s operations, policies, or practices.

Duane Ackerman, Ari Bousbib, and Karen Katen were elected as directors to the Home Depot Board of Directors, effective November 15, 2007.

Amending the deferred share award to comply with Section 409A of the Internal Revenue Code is important for ensuring that the deferred compensation arrangements for non-employee directors are structured to avoid adverse tax consequences for both the directors and the company. It relates to the timing of income recognition and potential penalties for non-compliance.

No, the filing indicates that Mr. Ackerman, Mr. Bousbib, and Ms. Katen will participate in the standard non-employee director compensation arrangements as previously described in the company's 2007 proxy statement and subsequent 8-K filing.