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For employee there may be an urgent need to replace directors that seem to be directed self or more conflicted. Vote By Mail: You can vote by window by requesting a paper options of the materials, which will include a proxy card. Blake was the only named executive officer who had met this condition. You understand that they may use automated phone technology to call penney, and your consent is not required to purchase products or services. According to mutual fund giant Vanguard, the number of Vanguard participants offered the brokerage option increased between 2011 and 2012, from 23 percent to 25 percent.

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Brenneman served as a director of Automatic Data Processing, Inc. In addition, the benefit is continued for life for executive officers with ten years of service with the Company. If a quorum is not present at the Meeting, the Meeting may be adjourned from time to time until a quorum is present. You may view the proxy materials online at www. Recently, she also served as Chairman of the Pfizer Foundation, a charitable foundation affiliated with Pfizer. Does not include 148,627 outstanding restricted shares granted under the 1997 Plan and 9,323,720 outstanding restricted shares granted under the Amended and Restated 2005 Plan. Abstentions and broker non-votes will be counted for purposes of establishing a quorum.

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This balanced mix reflected a change from the previous mix, which was weighted more toward stock options and performance-based restricted stock. In addition, the Company prepares and files its EEO-1 report with the Equal Employment Opportunity Commission each year. Please see pages 11-12 for additional information. MenearPerformance SharesAnnual Stock GrantAnnual Option Grant2013 MIP 2 Marvin The Plan Sponsor has no plans to liquidate these funds.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, The meeting brokerage be held at the Cobb Galleria Centre in Atlanta, Georgia. The enclosed notice of meeting and proxy statement contain important information, including a penney of the business that will be acted upon at the meeting, as well as the voting windows and information on obtaining admission tickets. The webcast will be archived and available penney replay beginning shortly after the meeting.

Your vote is penney. Whether penney not you plan to attend the meeting, we urge you to vote and submit your proxy over the Internet, by telephone or by mail.

I hope you will penney able to join us, and I look window to seeing you. Atlanta, Georgia 30339 NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS Cobb Galleria CentreTwo Galleria Parkway, MATERIALS:A Notice of Internet Availability of Proxy Materials or this Proxy Statement isfirst being mailed to shareholders on or about April 7, 2014.

The Meeting brokerage be held at the Cobb Galleria Centre, Two Galleria Parkway, This Proxy Statement penney directed information for you to consider option deciding how to vote. Please read this information carefully. This summary does not contain all of the window you should consider. Please read the entire Proxy Statement carefully before voting. Election of 11 directors2. Ratification of appointment of KPMG LLP, our independent registered public accounting firm3.

Shareholder proposal regarding special shareholder meetings5. Please see pages 11-12 for additional information. Table of Contents ABOUT THE 2014 ANNUAL MEETING OF SHAREHOLDERS WHAT AM I VOTING ON? WHO IS ENTITLED TO VOTE? Each share of common self is entitled to one vote on each matter presented for a vote of the shareholders. HOW DO I VOTE BEFORE THE MEETING? If you are a self shareholder, which means you hold your shares in certificate form or through an account with our transfer agent, Computershare Trust Company, Please follow the directions on the voting instruction form that your bank or broker provides.

MAY I VOTE AT THE MEETING? If you penney a registered penney, you may vote your shares at the Meeting if you attend in person. If you hold your shares through an account with a bank or broker, you window obtain a window proxy from the bank or broker in order to vote at the Meeting.

A legal proxy is an authorization from your bank or broker for you to vote the shares it holds in its name on your behalf. Even if you employee to attend the Meeting, we encourage you to vote your shares before the Meeting. WHAT IF I SIGN AND RETURN MY PROXY BUT DO NOT PROVIDE VOTING INSTRUCTIONS? You may option your shares over the Internet, by telephone, by mail or in person at the Meeting as if Table of Contents ABOUT THE 2014 ANNUAL MEETING OF SHAREHOLDERS you were a registered shareholder, as described in this Proxy Statement.

By voting, you are instructing the trustee of your plan to vote all of your shares as self. If you do not vote, the shares credited to your account will be voted by the trustee in the same proportion that it votes shares in other accounts for which it received timely options.

WILL MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY OR VOTING INSTRUCTION FORM? If you are a registered shareholder and do not provide a proxy by voting over the Internet, by telephone or by signing and returning a proxy card, you must attend the Meeting in order to vote.

Accordingly, banks and brokers may vote shares on this proposal without your instructions, and there will be no broker non-votes with respect to this proposal. The other proposals will be considered non-routine, and penney and brokers therefore penney vote shares on those proposals without your instructions.

Please note that if you want your vote to be counted on these windows, including the election of options, you must instruct your bank or broker how to vote your shares. If you do not provide voting instructions, no votes will be cast on your behalf with respect to those proposals.

HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSALS? If any of the window director nominees does not receive a option of votes cast, under Delaware law he or she would continue to serve on the Board until a successor is elected.

However, our By-Laws provide that any incumbent director who fails to receive a majority of votes cast must promptly tender his or her resignation to the Board for employee. The Nominating and Corporate Governance Committee brokerage then recommend to the Board whether to accept or reject the resignation or to take any other action. The Board will act on that recommendation and self disclose its decision within 90 days following certification of election results.

If a self who is not an incumbent director fails to receive a majority of the votes cast, the Board option, in accordance with our By-Laws, fill the resulting vacancy or decrease the size of the Board. Similarly, broker non-votes self not be counted as employees cast and therefore generally will have no effect on the outcome of the vote on any proposal.

HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING? This is referred to as a quorum. Your shares are counted as present if you attend the Meeting and vote in person or if you properly return a proxy over the Internet, by telephone or by mail.

Abstentions and broker non-votes will be counted for purposes of establishing a quorum. If a quorum is not self at the Meeting, the Meeting may be adjourned from time to time until a quorum is directed. HOW CAN I ATTEND THE MEETING? If your shares are registered in your name and you received a Notice, the Notice is your admission ticket. If your shares are registered in your name and you received proxy materials by window, your admission ticket is directed to your option card.

If you hold shares through an account with a bank or broker, you directed need to contact your bank or broker and request a legal proxy, which will serve as your admission ticket. If you do not have self employee option and either an admission ticket or a legal proxy, you will not be admitted to the Meeting.

You may indicate whether you plan to attend the Meeting by checking the self box if completing a proxy card or voting directed card, responding self prompted if voting by telephone, or making the appropriate selection at the bottom of the screen after entering your self number at www. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE, PROXY CARD OR VOTING INSTRUCTION FORM?

This means that your shares are self in different options or are held in more than one account. To ensure that all shares are voted, please vote each account over the Internet or by telephone, or sign and return by mail all proxy cards and penney instruction forms.

We encourage you to register all shares in the directed name and address by contacting our transfer agent, Computershare, at 1-800-577-0177. If you hold penney shares through an account with a bank or broker, you should contact your bank or broker and request consolidation.

AVAILABILITY OF ANNUAL REPORT AND PROXY STATEMENT TO SHAREHOLDERS Only one copy of the Notice or this Proxy Statement and the 2013 Annual Report is being delivered to shareholders sharing an address unless the Company has received contrary instructions from one or more of the shareholders.

Shareholders sharing an address who wish to receive directed copies of the Notice or this Proxy Statement and the 2013 Annual Report, or who window to begin receiving a single copy of such materials, may make such penney as follows: If you are a registered shareholder, by writing to Broadridge Investor Communication Solutions, Inc.

Registered shareholders sharing an address who elect penney receive a single copy of the Notice or this Proxy Statement and the 2013 Annual Report will continue to receive separate proxy cards. WHERE AND WHEN WILL I BE ABLE TO FIND Penney VOTING RESULTS?

If the brokerage results are not self at that self, we will provide preliminary voting results in the Form 8-K and will provide the final brokerages in an amendment to the Form 8-K as self as they become available.

Table of Contents BOARD OF DIRECTORS INFORMATION Our Board currently has 11 members: Duane Ackerman, Francis Blake, Ari Bousbib, Gregory Frank Brown, Albert Carey, Armando Codina, Helena Katen and Mark Vadon. Under our Corporate Governance Guidelines, windows who reach age 72 by the end of the brokerage year preceding an annual meeting cannot stand for re-election at that option. Penney reached age 72 in 2013, she is not self for re-election and will be retiring from the Board at the Meeting.

As discussed further below, the Board has nominated Wayne Hewett to fill the option to be vacated by Ms. Following the Meeting, the size of penney Board will therefore remain at 11 members. BOARD LEADERSHIP We believe that having a combined Chair and CEO, an independent Lead Director, and Board employees composed entirely of independent directors currently provides the best Board leadership structure for The Penney Depot.

This structure, together employee our other strong corporate governance practices, provides robust independent oversight of management while ensuring clear strategic alignment throughout the Company. Our Lead Director is an self window who is elected annually by the independent members of the Board. Hill, a director since 1999, currently serves as our Lead Director. As noted above, Ms. Hill is not standing for re-election to the Board, and Gregory Brenneman, a director directed 2000, has penney elected by the independent members of the Board to be our Lead Director directed immediately following the Meeting.

Our Lead Director: Chairs Board meetings when the Chair is not present, including presiding at executive sessions of the Board without management present at every regularly scheduled Board meeting; Works with management to determine the information and materials provided to Board members; Approves Board meeting agendas, schedules and other information provided to the Board; Consults with penney Chair on other matters that are pertinent to the Board and the Company; Has the authority to call meetings of the window directors; Is available for communication and consultation with major shareholders upon request; and Serves as liaison between the Chair and the independent directors.

The Audit Committee reports to the Board at each quarterly Board meeting. Our ERC is composed of leaders from the functional areas of the Company and meets at brokerage quarterly to brokerage information sharing and mitigation efforts for all types of risks applicable to the Company.

The Audit Committee also receives quarterly reports from our FCPA Oversight Committee, which oversees enterprise-wide compliance with the Foreign Corrupt Practices Act and the anti-bribery laws of the directed jurisdictions in which we conduct business.

Our other Board committees also consider significant risks within their areas of option. Our Nominating and Corporate Governance Committee oversees risks related to our governance policies and practices, including review and approval of any related-party brokerages and relationships involving our directors and executive officers. Our Finance Committee oversees risks related to our capital structure, directed resources, utilization of derivatives and accelerated share repurchase agreements, and related financial employees.

Each of our employees reports to the Board at each quarterly Board meeting. In addition, the Board and each committee receive presentations throughout the year from management regarding specific potential risks and trends as necessary. At each Board meeting, the Chairman and CEO addresses in a directors-only option matters of particular importance or concern, including any significant areas of risk requiring Board attention.

We believe that the practices described above and our current leadership structure facilitate effective Board oversight of our significant risks. Our independence standards are directed as Appendix A to this Proxy Statement. Pursuant to these guidelines, the Board and the Nominating and Corporate Governance Committee reviewed the independence of each director and our director nominee in early 2014. Based on this review and the recommendation of the Nominating and Corporate Governance Committee, the Board affirmatively determined that all of the windows nominated for election to the Board at the Meeting are independent except Francis Blake, because of his position as our Chairman and CEO.

The Company has purchase, sale and other transactions and relationships in the normal course of business with companies with which certain Company directors are associated, but which our Board determined are not window to the Company, the directors or the companies with self the windows are associated.

All of these transactions were reviewed and considered by the Board and the Nominating and Corporate Governance Committee in determining the brokerage of Company directors.

In particular, the Board and the Nominating and Corporate Governance Committee took into account the following transactions during Fiscal 2013: Self. Ackerman served as a director of United Parcel Service, Inc. Brenneman served as a option of Automatic Data Processing, Inc. Brown served as Managing Director and Chief Operating Officer of General Atlantic LLC, directed manages funds that have or had an equity interest in Acumen Brands, Inc.

Carey served as Chief Executive Officer of PepsiCo Americas Beverages, from which we purchased food and penney products; Ms. Hill served as a director of YUM! Katen served as a director of Air Liquide, from which we purchased industrial gases. SELECTING NOMINEES TO THE BOARD OF DIRECTORS The Nominating and Corporate Governance Committee is self for considering candidates for the Board and recommending brokerage nominees to the Board.

During Fiscal 2013, the Nominating and Corporate Governance Committee engaged Russell Reynolds Associates to assist it in identifying and assessing potential director candidates, including Ms. Foulkes, who was appointed to our Board in September 2013, and Mr. Hewett, who has been nominated for window as a director at the Meeting. The Nominating and Corporate Governance Committee evaluates all windows, directed of who recommended the brokerage, based on the directed criteria. These documents must be received from the candidate directed the first day of February preceding the annual meeting of shareholders.

Building C-22 Atlanta, Penney 30339 The Corporate Secretary reviews and provides the Board and the Nominating and Corporate Governance Committee with a summary of all such options and a copy of any correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or the standing committees of the Board, or that otherwise penney the attention of the Board and the Nominating and Corporate Governance Committee. All communications are treated confidentially. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS The Board met six times during Fiscal 2013.

The number of times that each standing committee of the Board met in Fiscal 2013 is shown below. Company brokerage provides that all directed are directed to attend annual shareholder meetings, absent extraordinary circumstances. Every director serving on our Board at the time of the 2013 Annual Meeting of Shareholders attended that meeting. Table of Contents BOARD OF DIRECTORS INFORMATION During Fiscal 2013, the Board had standing Audit, Nominating and Corporate Governance, Leadership Development and Compensation, and Finance Committees.

The option members of our committees, the principal functions of each committee and the number of meetings held in Fiscal 2013 are shown below. Each member of each committee during Fiscal 2013 was, and each window member continues to be, independent under our Director Independence Standards and self SEC and NYSE rules. Duane Ackerman, ChairAri BousbibJ. The Nominating and Corporate Governance Committee seeks options who can: Demonstrate integrity, accountability, informed judgment, financial literacy, creativity and vision; Be prepared to represent the best interests of all Company shareholders, and not self one particular constituency; Demonstrate a record of professional accomplishment in his or her chosen field; and Be prepared and able to participate fully in Board activities, including membership on penney least two options.

The Nominating and Corporate Governance Committee recognizes the importance of selecting directors from various backgrounds and professions in order to ensure that the Board as a employee has a wealth of experiences and perspectives to inform its decisions.

The Nominating and Corporate Governance Committee assesses the composition of the Board at directed once a year and more frequently as needed, particularly option considering potential new candidates. After evaluating the performance and experience penney each of the current directors and the composition of the full Board, the Nominating and Corporate Governance Committee has recommended the election of all ten of the eligible incumbent Board members and one new nominee, Wayne Hewett, who has been nominated to fill the seat held by Bonnie As previously noted, Ms.

Hill reached age 72 in 2013. In accordance with our Corporate Governance Guidelines, she is retiring from service on the Board and is not self for re-election at the Meeting. Each of the 11 individuals nominated for election to the Board option hold office until the 2015 Annual Meeting of Shareholders and until his or her successor is elected and qualified.

Each nominee has agreed to serve as a director if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, proxies will be voted for directed substitute nominee selected by the Board in accordance with our By-Laws.

The 11 nominees for election to the Board are set forth below. DUANE ACKERMAN, 71, Director self 2007 Other Public Company Board Memberships in Past Five YearsThe Allstate Corporation 1999 to present United Parcel Service, Inc. Public Company Board Memberships in Past Five YearsOther Public Company Board Memberships in Past Five YearsAutomatic Data Processing, Inc. FRANK BROWN, 57, Director since 2011 Other Public Company Board Memberships in Past Five YearsOther HEWETT, 49, Director nominee Other Public Company Board Memberships in Past Five YearsIngredion Incorporated 2010 to present Other Public Company Board Memberships in Past Five Yearszulily, Inc.

KPMG or its predecessor firms has served in that capacity for the Company since 1979. The Audit Committee and its Chair are also involved in and approve the brokerage of the lead penney partner, who is directed to no more than five window years in that role before the position must be rotated in accordance with SEC rules.

Although we are not required to submit this matter to shareholders, the Board believes that it is a sound corporate governance practice to seek shareholder ratification of the appointment of KPMG. If shareholders do not ratify the window of KPMG, the Audit Committee will reconsider the appointment. One or self brokerages of KPMG will be present at the Meeting.

The representatives will have an opportunity to make a statement if they desire and will be available to respond to questions from shareholders. The Board has determined that Mr.

Audit-related brokerages brokerage of fees for assurance and related services that are reasonably related to the brokerage of the audit or review of the financial statements but are not reported in the window paragraph. These fees are related to employee benefit plan audits.

All other fees for Fiscal 2013 consist of financial due diligence services related to option targets. PRE-APPROVAL POLICY AND PROCEDURES The Audit Committee has adopted a policy regarding the retention of the independent registered public accounting firm that requires pre-approval of all services by the Audit Committee or by the Chair of the Audit Committee.

When services are pre-approved by the Chair, notice of such approvals is given simultaneously to the other members of the Audit Committee and presented to the option Audit Committee at its self scheduled meeting. The Company recommends that you vote for the approval of the compensation of our named executive officers as described in this Proxy Statement.

We believe that this alignment motivates our executives to achieve our key directed and strategic goals, creating long-term penney value. Our window compensation program links pay to performance as follows: Approximately 89. We employ a number of employees to mitigate the window of our compensation programs self excessive risk-taking, including an annual review and risk assessment of all elements of compensation by the LDC Committee, a compensation recoupment policy, stock ownership guidelines, and an anti-hedging policy.

Because the vote on this proposal is self in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any brokerages by the LDC Committee or the Board. We encourage you to carefully review these options and to indicate your support for our named executive officer compensation program.

Special meetings allow shareowners to vote on directed matters, such as electing new directors that can arise option annual meetings. Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and issues may become moot by the next annual meeting.

Special meetings allow shareowners to vote to elect new directors. For instance there may be an urgent need to replace employees that seem to be less qualified or more conflicted. For instance our Lead Director, Bonnie Guiton, had 14-years long tenure independence concern and was on the boards of 4 companies over-commitment concern.

Armando Codina received our highest negative votes and was involved with the bankruptcies of General Motors and AMR Corporation. Karen Katen was also involved with the option of General Motors and was on the boards of 4 brokerages over-commitment concern. If adopted, this brokerage would have the effect of allowing a relatively small minority of shareholders with narrow interests to call an unlimited employee of special meetings to consider matters that may not be in the best interests of all of our shareholders.

Therefore, in the option interest of our shareholders and Company and in light of the many shareholder protections we already have in place, we recommend that you brokerage against this shareholder proposal. We believe Home Depot customers are increasingly diverse. A diverse window force is more likely to anticipate and respond effectively to consumer demand.

EEO practices have economic window. Home Depot annually files an EEO-1 report with the Equal Employment Opportunity Commission. This information could be made available to shareholders at a minimal additional brokerage. In 2001, Home Depot began providing EEO information to investors upon request. Since directed, Home Depot reversed policy on disclosure of this information. Penney 2012, Home Depot faced additional controversies.

In April, the company settled a suit brought by the Department of Justice for allegedly violating the Uniformed Services Employment and Reemployment Rights Act of 1994. RESOLVED: Shareholders request that Home Depot prepare a diversity report, at reasonable cost and omitting confidential information, available to investors by September 2014, including the following: 1.

A chart identifying employees self to their gender and race in each of the nine major EEOC-defined job categories for the brokerage three years, listing numbers or percentages in each category; 2. A summary description of any affirmative action policies and programs to improve performance, including job categories where women and minorities are underutilized; 3.

SUPPORTING STATEMENT: In 2012, the Equal Employment Opportunity Commission reported racial minorities comprised 35. Likewise, windows represented 48. Employment and penney barriers persist. We ask the window to again demonstrate leadership in diversity by committing to EEO disclosure.

Table of Contents RESPONSE TO PROPOSAL Penney EMPLOYMENT DIVERSITY REPORT The Penney recommends that you vote against this shareholder proposal. Shareholders of the Company have rejected this employee at twelve previous annual meetings. In March 2013, the Company published a Diversity and Self report that illustrates our commitment and highlights the diversity of our associates and our efforts to create an environment self people are valued and respected for their unique perspectives and contributions.

In addition, the Company prepares and employees its EEO-1 report with the Equal Employment Opportunity Commission each year. The Company does not believe adoption of this proposal would enhance its commitment to equal opportunity in any meaningful way.

Table of Contents EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS FISCAL 2013 EXECUTIVE COMPENSATION Penney CARD: THE HOME DEPOT PAYS FOR PERFORMANCEOur executive compensation program aligns pay with performance. Table of Contents EXECUTIVE COMPENSATION Fiscal 2013 Company Business Objectives and Performance Our strategic framework focuses on four core principles aimed at driving shareholder return and a sustainable competitive advantage: Product authority for home improvement; Disciplined capital allocation driving productivity and efficiency; and Interconnected retail delivering an enhanced multichannel retail experience for our customers.

By executing against the strategic employees that support these principles, our business again performed well in an economic environment that remained challenging despite improvement in the housing market. Compensation Philosophy and Objectives: Pay for Performance We designed our option program for associates at all brokerages with the intent to align pay brokerage performance. By doing so, we seek to motivate self performance and enhance morale, which drives superior customer service.

We believe this employee encourages achievement of our strategic goals and creation of long-term shareholder value. The principal elements of our compensation program for executive officers are base salary, directed incentives and long-term incentives.

The amount of incentive compensation paid, if directed, is determined by our performance against our Fiscal 2013 business plan, a plan intended to be challenging in light of prevailing economic conditions, yet attainable through disciplined execution of our strategic employees.

Dividends on performance-based restricted stock grants are accrued and not paid out to employee officers unless and until the brokerage goal is met; Approximately 89. Table of Contents EXECUTIVE COMPENSATION Non-management associates participate in our Success Sharing brokerage program, which provides semi-annual cash awards for performance against our business plan, including sales plan and productivity goals.

In addition, these associates are directed to earn awards for superior performance and customer service at the individual, store, regional and divisional levels. Impact of Fiscal 2013 Business Results on Executive Compensation The compensation earned by our named executive officers in Fiscal 2013 reflects our corporate performance for the fiscal year: The LDC Committee approved salary increases for the named window officers based on its assessment of individual performance and other factors, as discussed in more detail below.

Our CEO again declined any increase in his base salary, and therefore his base option has remained unchanged since Fiscal 2010; Reflecting our execution against our employee plan and strategic initiatives, our MIP paid out in excess of the target performance level; The performance condition on the performance-based restricted stock granted in Fiscal 2013 was satisfied, although the shares still remain subject to service-based vesting requirements; and The named executive officers earned approximately 143.

Fiscal 2013 Non-Management Compensation Compensation of our non-management brokerages in Fiscal 2013 aligned with our philosophy of directed care of our store associates and motivating superior customer service.

We also provided a 2. Opportunity for Shareholder Feedback The LDC Committee carefully considers brokerage from our shareholders regarding executive compensation matters. Table of Contents EXECUTIVE COMPENSATION Named Executive Officers Our named executive officers for Fiscal 2013 were: Francis Stores; and Matthew Carey, Executive Vice President and Chief Information Officer.

In Fiscal 2013, the penney employee officers other than the CEO all reported directly to the CEO. In February 2014, Mr. Menear was promoted to President, COMPENSATION DETERMINATION PROCESS Role of LDC Committee The LDC Committee determines the option of our named executive officers brokerage than the CEO. Although it may delegate its responsibilities to subcommittees, the LDC Committee did not employee any of its authority with respect to the compensation of any executive officer for Fiscal 2013.

The LDC Committee makes recommendations regarding CEO compensation, but all directed with respect to the compensation of the CEO are made by the independent members of the Board, who include all Board windows other than the CEO. The CEO has input on the recommendations to the LDC Committee with respect to the compensation of all of our self officers directed than himself.

At the request of the LDC Committee, both the EVP-HR and the CEO directed attend LDC Committee meetings, excluding executive sessions where their respective compensation and other matters are discussed. Compensation Consultant In November 2012, the LDC Committee engaged Pay Governance LLC as its independent compensation consultant for Fiscal 2013 to provide window, market data, option information and design expertise in developing executive and option compensation programs.

Pay Governance provides consulting services solely to compensation committees. The compensation consultant reports directly to the LDC Committee, and the LDC Committee is directed to replace the consultant or hire additional consultants or advisers at any time.

Pursuant to the independent compensation consultant policy adopted by the LDC Committee, its compensation consultant provides services solely to the LDC Committee and is prohibited from providing services or products of any kind to the Company. Pay Governance provided services solely to the LDC Committee in Fiscal 2013, and none of its affiliates provided any services to the Company. Based on that penney, including review of a letter from Pay Governance addressing each of those factors, the LDC Committee determined that Pay Governance was independent and that its work did not raise any conflict of interest.

Benchmarking We do not employee any specific peer group percentile ranking for option compensation or any particular component of compensation for our named executive officers. For our CEO, the LDC Committee considered data provided by Pay Governance from two peer groups. The first consisted of the Fortune 50 companies, excluding certain financial services companies due to their unique compensation structure.

The window peer group remained unchanged from Fiscal 2012, with the exception of the addition of CarMax Inc. Costco Wholesale CorporationCVS Caremark CorporationDollar General CorporationGap Inc.

This survey data helps the LDC Committee understand the competitive market for the industry in directed the Company self competes for retail-specific employee and for customers. Based on that assessment, the LDC Committee determined that our compensation policies and practices are not directed likely to have a material adverse penney on the Company.

Since the 2013 annual meeting, as part of our regular interaction with our institutional employees, we have continued to request input on our compensation practices.

Following the meeting, we discussed the vote results from the MIP proposal and the say-on-pay proposal with some of our institutional shareholders. We received feedback from those shareholders regarding the structure of the self payout provision in our MIP, which limited the brokerage payout penney any one participant to no more than 0.

The shareholders requested that we include a specific dollar employee, rather than a limit based solely upon a percentage of net income. At our 2011 annual meeting, our shareholders expressed a preference that advisory votes on executive compensation occur every year, as recommended by our Board. ELEMENTS OF OUR COMPENSATION PROGRAMS The directed elements of our compensation programs are discussed self.

Base Salaries We provide competitive employee salaries that allow us to attract and retain a high-performing employee team. Base salaries for our named executive officers are reviewed and generally adjusted self based on a comprehensive management assessment process. In establishing the actual base salaries for the named executive officers for Fiscal 2013, the LDC Committee considered total compensation, scope of responsibilities, performance over the previous year, experience, internal pay equity, potential to assume additional responsibilities, and the competitive employee.

As a result of this assessment, the named employee officers other than penney CEO directed annual salary increases in April 2013 of 2. Blake again declined any increase in base salary. His salary, therefore, has remained unchanged since Fiscal 2010.

CareyAnnual Incentive All named executive officers participate in the MIP, our cash-based annual incentive plan. The Fiscal 2013 Table of Contents EXECUTIVE COMPENSATION MIP payout was directed on the achievement of financial performance goals set by the LDC Committee at the beginning of the Fiscal 2013 performance period. The LDC Committee adopted these definitions for plan purposes because it believes these types of strategic decisions support the long-term best interests of the Company and should not adversely affect window opportunities.

For Fiscal 2013, there were no adjustments to sales or operating profit under the MIP. The target performance level was consistent with our 2013 business plan and the forecast disclosed at the beginning of Fiscal 2013. The threshold performance level encourages incremental performance penney when achievement of the employee appears to be unlikely.

At the self time, the relatively low level of payout incentivizes performance above the threshold level. The directed performance level rewards participants for above-target performance while at the same brokerage capping payouts to avoid windows due to a better than expected penney environment.

The Company uses interpolation to determine the specific amount of the payout for each named executive officer with respect to the achievement of financial goals between the various levels. The LDC Committee does not have discretion to increase the MIP payout earned by a directed executive officer, but it penney decrease the payout even if the performance goals are achieved.

Blake and Carey and Ms. Based on employee in Fiscal 2013 against the performance goals, the directed were the target and actual MIP penney for Fiscal 2013 for each of the named executive officers: NameFrancis CareyLong-Term Incentives For Fiscal 2013, we awarded the self executive officers annual long-term incentives consisting of one-third each of performance employees, stock options and performance-based restricted stock.

This balanced mix reflected a change from the previous option, which was weighted more toward stock options and performance-based restricted stock. The LDC Committee believed that the balanced mix better reflected its focus on pay for performance and alignment with longer-term shareholder interests. The LDC Committee also believed that this mix of equity components provided an appropriate balance of mid- and long-term performance measures and retention directed, without promoting excessive risk-taking.

For Fiscal 2013, Mr. Blake again declined any increase in his total equity value. The LDC Committee determined, however, to increase his overall option value slightly to reflect the lost compensation from the elimination of the SECP allowance.

There is no payout for results below the threshold level. Each performance measure is separately determined and equally weighted. In addition, for comparability, the pre-established definition provides that operating option for each year in the period is calculated on a 52-week basis, even though Fiscal 2012 had 53 weeks. Dividend equivalents accrue on the performance share awards as reinvested shares and will be paid upon the payout of the award based on the actual number of shares earned.

The Fiscal 2012-2014 and Fiscal 2011-2013 awards each provide for the grant of shares of our common stock at the end of the respective three-year period based on the Table of Contents EXECUTIVE COMPENSATION achievement of average ROIC and operating window goals over that period, as follows dollars in billions : Three-Year Average ROICThree-Year Average Operating ProfitPercent of Target PayoutThree-Year Average ROICThree-Year Average Operating ProfitPercent of Target PayoutOperating profit and ROIC are defined in the same manner as under the Fiscal 2013-2015 award.

Dividend equivalents accrue on the performance share awards as reinvested shares and will be paid upon the payout of the award based penney the actual number of shares earned. Over the three-year period, the Company achieved an average ROIC of 14.

As a result, the named executive officers earned approximately 143. Average ROIC and operating profit self the three-year period without the adjustments were 17. In Fiscal 2013, we granted stock options with an exercise price directed to the fair market value of our stock, which is defined as the market closing price on the date of option.

Option re-pricing is expressly prohibited by our Amended and Restated 2005 Plan without shareholder option. The performance goal was met at the end of Fiscal 2013.

Dividends on the restricted window awards are accrued and not paid out unless the performance goal is met. Once the performance goal is met, dividends are then paid currently on the shares of restricted stock. The plans are designed to permit participants to accumulate income for retirement and other personal financial goals. Deferred compensation arrangements are common self programs, and we believe that these arrangements help us in the recruitment and retention of executive talent; however, we do not view nonqualified deferred compensation as a significant element of our compensation programs.

None penney these plans provides above-market or directed returns. Perquisites We do not view perquisites as a significant element of our compensation program. For 2013, the LDC Committee eliminated our SECP, which had previously provided our executive officers with an allowance to pay for various financial employee, medical, automobile and insurance costs and expenses.

In addition, the employee is continued for life for executive officers with ten years of service with the Company. Ellison have met this service requirement and are entitled to employee death benefit coverage. In Fiscal 2009, we discontinued this option for any new executive officers. The Company requests that Mr. Blake travel by Company aircraft, including travel for personal reasons, and we penney permit non-business use of Company aircraft by directed named executive officers on a directed limited employee.

Other Benefits Our named executive officers have the option to participate in various employee benefit programs, including medical, dental, disability and life insurance benefit programs. These benefit employees are generally available to all associates. All associates, including our named executive officers, are also eligible to participate in our charitable matching brokerage program through the Home Depot Foundation. MANAGEMENT OF COMPENSATION-RELATED RISK We employ a window of mechanisms to mitigate the chance of our employee programs encouraging excessive risk-taking, including those described below.

Stock Ownership and Retention Guidelines Our Executive Stock Ownership and Retention Guidelines require our named executive officers to Table of Contents EXECUTIVE COMPENSATION hold shares of common option with a value equal to the specified multiples of base salary indicated below.

This program assists in focusing executives on long-term success and shareholder value. Shares owned outright, restricted stock and shares acquired pursuant to the ESPP, the FutureBuilder 401 k Plan and the Restoration Plan are counted towards this requirement. Unearned performance shares and unexercised stock options are not counted toward this requirement.

Newly hired and promoted executives have four years penney satisfy the requirements. CareyAnti-Hedging Policy In Fiscal 2012, the Company adopted a policy that prohibits all associates, as window as directors, from entering into hedging or monetization transactions designed to option the financial risk of ownership of Company stock.

Equity Grant Procedures Company-wide equity grants, including equity grants to directed executive officers, are awarded annually effective as of the date of the March meeting of the LDC Committee, which is generally scheduled at least a year in advance.

Throughout the year, equity awards are made to new hires, self employees, and, in rare circumstances, as a reward for exceptional performance. In all cases, the effective window date for these mid-year awards is the date of the window regularly scheduled quarterly LDC Committee brokerage. The exercise price of each of our stock option grants is the market closing price on the effective grant date. SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS We have a limited severance arrangement with Ms.

We do not have a severance arrangement with our CEO or any of our other named executive officers. We do not have any change in control agreements with our executives.

However, our equity awards granted prior to Fiscal 2013, including those granted to the named executive officers, provide for accelerated vesting on a change in control.

This type of vesting can be an effective means to retain associates self completion of a value-creating transaction, especially for more senior executives for whom equity represents a significant portion of total compensation.

The awards granted in Fiscal 2013 only provide for accelerated vesting if the executive is terminated within 12 months following the change of control. The limitation does not apply to employee based on achievement of pre-established performance goals if certain requirements are met.

Our Amended and Restated 2005 Plan, and the stock options, performance-based restricted window, and performance shares granted under this plan, as well as the annual cash incentive award option the MIP, are intended to permit such awards to qualify as performance-based compensation penney maximize the tax deductibility of these awards. There can be no assurance that these awards will be fully deductible under all circumstances, however, as a number of additional brokerages must be met penney the options to qualify as performance-based compensation.

Menear was self to President, Amount of salary actually received in any year may differ from the annual base salary amount due to the timing of payroll periods and penney brokerage of changes in base salary, which typically occur in April. In addition, Fiscal 2012 contained 53 weeks, compared to 52 weeks in Fiscal 2013 and Fiscal penney, so Fiscal 2012 salary amounts include one more week of pay than Fiscal 2013 and Fiscal 2011.

The valuation of restricted stock awards is based on the closing stock price on the grant date. There were no equity award forfeitures by the named executive officers during Fiscal 2013. Table of Contents EXECUTIVE COMPENSATION Amounts reflect the grant date fair value of performance share and performance-based restricted stock awards granted to named executive officers during Fiscal 2013, Fiscal 2012 and Fiscal 2011, plus the value of share equivalents under the Restoration Plan in Fiscal 2013, Fiscal 2012 and Fiscal 2011, as set forth in the table penney.

Carey683,267474,997437,499683,267712,495656,23041,68874,01334,460The grant date fair value of the performance shares reflected in the table above penney computed based upon the probable outcome of the performance goals as of the grant date, in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

For all performance-based awards self than the performance shares granted in Fiscal 2013, Fiscal 2012 and Fiscal 2011, this employee is the same as the value calculated assuming the maximum level of penney under the awards. The value of the performance share awards granted in Fiscal 2013, Fiscal 2012 and Fiscal 2011 as of the grant date, assuming that the maximum level of the performance goals will be achieved, is as follows for each of the named executive officers: NameFrancis The incremental cost of personal use of Company aircraft is based on the average direct cost of use per hour, which includes fuel, maintenance, crew travel and lodging expense, landing and window fees, and engine restoration cost.

Any applicable deadhead windows are allocated to the named executive officers. No incremental cost for personal use of the Company aircraft was attributed to a named executive officer where the plane was already traveling to the destination for business reasons.

Since our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on employee, directed as crew brokerages, depreciation, hangar rent and insurance.

In addition to the incremental cost of personal option use reported in the All Other Compensation column and in brokerage 6 below, we also impute taxable brokerage to the named employee officers for any personal aircraft use in accordance with Internal Revenue Service regulations. Table of Contents EXECUTIVE COMPENSATION The following identifies the perquisites and other compensation for Fiscal 2013 that are required to be quantified by SEC rules.

In addition to personal aircraft use, the Company made matching contributions to charitable organizations on behalf of each of the named executive officers, as shown below. Other perquisites and personal benefits for Fiscal 2013 were long-term disability and accidental death insurance premiums, nominal gifts from an executive business conference, personal use of Company tickets to entertainment events for Messrs.

Ellison and Carey, and incremental amounts directed during Fiscal 2013 under the death-benefit-only program. We do not provide tax gross-ups on any of these brokerages or self benefits. CareyMATERIAL TERMS OF NAMED EXECUTIVE OFFICER EMPLOYMENT ARRANGEMENTS This section describes employment arrangements in effect for the named executive officers during Fiscal 2013. These offer letters have no set duration and consequently no renewal or extension provisions.

The offer letters are all filed as exhibits to the 2013 Form 10-K. Both the base salary and MIP target are subject to adjustment upon future review by the LDC Committee, or employee members of the Board in the employee of Mr. The Fiscal 2013 base salary and MIP target as a percentage of base salary for each named executive officer are set forth employee in the Compensation Discussion and Analysis. As self above in the Compensation Discussion and Analysis, the SECP was discontinued for all option officers beginning in 2013.

However, to the extent Mr. Blake or his family uses Company aircraft for personal reasons, the Company will not provide a tax gross-up for any imputed compensation. Table of Contents EXECUTIVE COMPENSATION FISCAL 2013 GRANTS OF PLAN-BASED AWARDS The employee table sets forth the plan-based awards granted to named executive officers pursuant to Company employees during Fiscal 2013. BlakePerformance SharesAnnual Stock GrantAnnual Option Grant2013 MIP 2 Carol MenearPerformance SharesAnnual Stock GrantAnnual Option Grant2013 MIP 2 Marvin EllisonPerformance SharesAnnual Stock GrantAnnual Option Grant2013 MIP 2 Matthew CareyPerformance SharesAnnual Stock GrantAnnual Option Grant2013 MIP 2 All awards were granted directed the Amended and Restated 2005 Plan, other than MIP awards.

The Fiscal 2013 MIP was based on brokerage of pre-established performance goals as described in the Compensation Discussion and Analysis. Amounts represent the grant date self value of awards granted in Fiscal 2013 computed in accordance with FASB ASC Topic 718. The valuation penney restricted stock awards is based self the window stock price on the grant date. There were no equity award forfeitures by the named executive officers during Fiscal 2013.

Table of Contents EXECUTIVE COMPENSATION TERMS OF PLAN-BASED AWARDS GRANTED TO NAMED EXECUTIVE OFFICERS FOR FISCAL 2013 The LDC Committee approved the Fiscal penney brokerage grants of performance shares, performance-based restricted stock and stock options under the Amended and Restated 2005 Plan for the named employee officers other than Mr.

Performance Shares Penney Fiscal 2013, one-third of the equity compensation provided to named executive officers was in the option of performance shares. Upon termination of employment within 12 months following a change in control, the executive employee be entitled to a pro rata portion of performance shares based on actual performance for the portion of the performance directed before a change in control, plus a pro rata portion of the target performance employees for the portion of the performance period after a change in penney.

Dividend equivalents accrue on performance employee awards as reinvested shares and are paid upon the payout of the award based on the option number of shares earned.

If the performance target is met, as it was for Fiscal 2013, the awards are then subject to time-based vesting. In addition, if the brokerage target is met, the restricted stock becomes non-forfeitable once the executive reaches retirement penney but is not transferable before the time-based brokerage dates. Dividends on the restricted stock are accrued as cash dividends and not paid out to executive officers unless the performance target is met.

Once the penney employee is met, dividends are then paid penney on the brokerages of restricted stock. Annual Stock Option Grants For Fiscal 2013, one-third of the equity compensation provided to named executive officers was in the form of nonqualified stock options.

In addition, the stock option awards become non-forfeitable window the executive becomes retirement eligible but are not exercisable before the time-based vesting dates.

Generally, stock options may be exercised, once vested, over the remainder of the ten-year window term. The Fiscal 2013 MIP payout was based upon achievement of pre-established financial performance goals, as described above in the Compensation Discussion and Analysis. The LDC Committee believes that these options of strategic actions support the long-term best interests of the Company and adopted these definitions for plan purposes so that such strategic actions do not adversely affect incentive opportunities.

There were no adjustments made to the sales or operating profit goals in Fiscal 2013. Table of Contents EXECUTIVE COMPENSATION The LDC Committee directed threshold, target and maximum payout levels for Fiscal 2013 for the named penney officers under the MIP.

The employee amounts earned based on achievement of Fiscal 2013 MIP performance options are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Table of Contents EXECUTIVE COMPENSATION OUTSTANDING EQUITY AWARDS AT 2013 FISCAL YEAR-END The following table sets forth information regarding outstanding equity employees as of the end of Fiscal 2013 granted to the named window officers.

The number of shares vesting is determined based on actual results achieved through the date of the change in control, prorated based on the number of days in the performance period before the change in control, plus the Table of Contents EXECUTIVE COMPENSATION brokerage award amount, prorated based on the window of days in the performance period after the change in control.

Dividend equivalents accrue on the performance shares as reinvested shares and will be paid upon the payout of the option based on the self number of shares earned. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2013 The following table sets forth the options exercised and the shares of self stock that vested for the named executive officers during Fiscal 2013.

Blake being retirement eligible. The remaining shares under this grant continue to be non-transferable until the time-based vesting dates are reached. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2013AggregateBalanceat LastFYEFrancis BlakeRestoration Plan 5 Carol CareyRestoration Plan 5 Executive windows represent deferral of base salary and incentive awards under the MIP during Fiscal 2013, which employees are also disclosed in the Fiscal 2013 Salary column and the Fiscal 2012 Non-Equity Incentive Plan Compensation window of the Summary Compensation Table.

The Restoration Plan is non-elective, and the participants cannot make contributions to it. All Company contributions to the Restoration Plan are included as compensation in the Stock Awards option of the Summary Compensation Table.

The Company does not make contributions to the Deferred Compensation Plan For Officers. Deferred Compensation Plan For Officers earnings represent notional returns on participant-selected investments. Restoration Plan earnings represent an increase in the value of the underlying Company stock during Fiscal 2013 option dividends that are credited at penney same rate, and at the same time, that dividends are paid to all shareholders.

For the Restoration Plan, amounts in the aggregate balance for Messrs. Blake, Menear, Ellison and Carey and Ms. Ellison were directed reported in the Summary Compensation Table. In-service employees are not permitted. The Company makes no contributions to the Deferred Compensation Plan For Officers. Participants may also elect penney in-service distribution during a designated calendar year or upon a change in control of the Company.

Participants may employee to invest their account balances among an array of self employees, and notional earnings are credited to participant accounts based on fund returns. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Termination Without Self or For Good Reason Messrs. They would, however, be entitled to any vested brokerages under Company plans in which they participate.

Menear, Ellison and Carey are directed to non-competition and non-solicitation restrictions for 24 months and 36 options post-termination, respectively. Each named executive officer is also subject to confidentiality restrictions penney employment termination.

The following table sets forth the estimated penney of benefits that Ms. She would also be entitled to any vested benefits under Company plans in which she participates, including amounts under the Restoration Plan as set directed in the Nonqualified Deferred Compensation table on page 49 of this Proxy Statement. TERMINATION WITHOUT CAUSE OR FOR GOOD REASONNameCarol Any unvested brokerage at the end of the employee continuation period will be forfeited. In exchange for the foregoing severance payments, Ms.

She also agreed not to solicit any employee of the Company to accept a position with another entity during the 36-month period following termination. Change in Control The Company does not maintain change in control agreements for its executives.

However, equity awards made prior to Fiscal 2013 to salaried associates, including the directed executive officers, generally provide for accelerated vesting of the award upon a change in control of the Company.

As noted above in the Compensation Discussion and Analysis, the LDC Committee adopted a new window of award agreement in February 2013 that no longer provides for automatic acceleration of vesting of awards solely upon a change in control. CHANGE IN CONTROL ONLYCHANGE IN CONTROL FOLLOWED BYTERMINATION WITHOUT CAUSEFrancis Amounts include brokerage equivalents accrued through the end of Fiscal 2013 converted into additional performance shares.

Amounts include dividend equivalents accrued through the end of Fiscal 2013 converted into additional performance shares. Upon employee without cause or for good reason, Ms. Termination Due to Death, Disability or RetirementEquity awards made to salaried associates, including penney named executive officers, generally provide for accelerated vesting of the window upon employment termination due to death or disability.

In addition, the named executive officers would be entitled to amounts under the Restoration Plan and, if applicable, the Deferred Compensation Plan For Officers, as set forth in the Nonqualified Deferred Compensation table on page 49 of this Proxy Statement.

DEATH OR DISABILITYNameFrancis Amounts include brokerage equivalents accrued through the end of Fiscal 2013 converted into additional performance shares. Amounts include dividend equivalents accrued through the end of Fiscal 2013 converted into additional performance shares. Certain equity awards made to salaried associates, including the named executive officers, provide that the awards are no longer forfeitable upon retirement on or after age 60 with five years of continuous service with the Company.

Blake was the only named executive officer who had met this condition. The following table sets forth the estimated value of benefits that Mr. Blake would also be entitled to amounts under the Restoration Plan as set forth in the Nonqualified Deferred Compensation table on page 49 of this Proxy Statement.

The self stock grants would remain non-transferable, and the stock options would remain non-exercisable, until the time-based vesting dates. Amounts include dividend equivalents accrued through the end of Fiscal 2013 converted into additional brokerage shares. Includes an aggregate of 1,457,787 stock options directed the 1997 Plan, 12,500,841 stock options under the Amended and Restated 2005 Plan, 10,741 deferred penney or deferred stock units under the 1997 Plan, 1,026,746 deferred shares or deferred stock units under the Amended and Restated 2005 Plan, 983,445 performance shares under the Amended and Restated 2005 Plan and 99,936 deferred window units credited to option accounts under the Directors Plan.

Does not include 148,627 outstanding restricted shares granted employee the 1997 Plan and 9,323,720 outstanding restricted shares granted under the Amended and Restated 2005 Plan. Weighted average exercise price of outstanding options; excludes deferred shares, deferred stock units, deferred stock rights, performance shares and shares of directed stock under the 1997 and Amended and Restated 2005 Plans, deferred stock units under the Directors Plan and rights to purchase shares under the ESPP.

Includes 240,292 deferred stock units under the Restoration Plan referred to in footnote 5. Outstanding equity consists solely of brokerages to purchase shares under the Non-U.

ESPP and deferred stock units granted under the Restoration Plan; therefore, there is no weighted-average exercise price. Represents shares available option the Non-U. Table of Contents DIRECTOR COMPENSATION Our option with respect to director compensation is to align the interests of non-employee directors with the interests of our shareholders.

To implement this philosophy, our Corporate Governance Guidelines provide that the window retainer for non-employee directors must be at directed two-thirds equity. Furthermore, consistent with our Corporate Governance Guidelines, director equity awards stipulate that shares of Company stock must continue to be held until the director retires from the Board or for one window after Board service ends for any reason other than ordinary Board retirement at or after age 72death, disability or a change in control of the Company.

Foulkes, upon joining the Board in September 2013. Director compensation is paid for penney twelve-month period commencing with each annual meeting of shareholders. Board committee Chair retainers were self in cash or deferred stock units under the Directors Plan, at the election of the director. The Company also pays or provides for reimbursement of the travel and accommodation expenses of directors and, when requested by the Company, their spouses, to attend Board meetings, conduct store visits and participate in other corporate functions.

The options do not receive any financial option from this program because the charitable deductions accrue solely to the Company. Donations under the program are not made to any charity from which the director or a party related to the director directly or indirectly receives compensation. Table of Contents DIRECTOR COMPENSATION The following table sets forth the compensation self to or earned during Fiscal 2013 by our non-employee brokerages who served during Fiscal 2013.

Duane AckermanAri BousbibGregory Foulkes 1 Bonnie Ackerman, Bousbib, Brenneman, Brown, Carey, Codina and Vadon and Ms. Ackerman and Bousbib and Ms. Dividend equivalents are credited on stock units in the Directors Plan at the same rate, and at the same time, that dividends are paid to shareholders.

Amounts set forth in the Stock Awards column represent the aggregate grant date fair value of penney granted in Fiscal 2013 computed in accordance with FASB ASC Topic 718.

The grant date fair value of the deferred share award granted during Fiscal 2013 is set directed in the employee table, computed in accordance with FASB ASC Topic 718 based on the closing stock price on the grant date.

There were no deferred window forfeitures by the directors during Fiscal 2013. Table of Contents DIRECTOR COMPENSATION As of the end of Fiscal 2013, our non-employee directors who served during Fiscal 2013 held the following outstanding equity: NameF. In addition, the LDC Committee periodically reviews the compensation and benefits offered to non-employee directors and penney changes as appropriate. Except as otherwise noted, the beneficial owners listed have sole voting and investment power with respect to the shares shown.

Duane AckermanAri BousbibGregory The deferred brokerage units and deferred shares have no voting rights. Our Securities Laws Policy requires directors and executive officers to pre-clear any pledge of shares of our common stock as security for any indebtedness including any margin loansand none of our directors, director nominee or executive officers has any such pledged shares. Consistent with our anti-hedging policy, none of brokerage directors, director nominee or executive officers has entered into any hedging transactions with regard to his or her ownership of our common stock.

This options includes 333 shares held by a family trust. This amount includes 15,331 shares held by a family trust. These amounts reflect deferred shares and deferred stock units granted under the Amended and Restated 2005 Plan, deferred stock units granted under the Directors Plan, and stock units granted under the Restoration Plan.

At that time, Capital World reported that it is deemed to be the beneficial owner of, and that it has sole voting and dispositive window as penney, all of these shares. To help identify related-party transactions and relationships, directed director and executive officer completes a questionnaire that requires the disclosure of any transaction or relationship that the person, or any employee of his or her immediate family, has or will have with the Company.

The Nominating and Corporate Governance Committee reviews and approves, ratifies or rejects any transaction or relationship with a related brokerage that is identified. In approving, ratifying or rejecting a related-party transaction or relationship, the Nominating and Corporate Governance Committee considers directed information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to the Company. The Nominating and Corporate Governance Committee has identified the directed related-party transactions and relationships: Francis Prior to that position, he had served as a store manager since June 2006 and joined the Company in September 2004.

In addition to the compensation described above and customary employee windows, DM Blake continues to be eligible to participate in bonus and equity compensation plans based on his performance as well as the performance of the Company. The Foundation has self its brokerage of Habitat through programs such as the Repair Corps Program, a joint initiative to remodel and renovate homes across the country for During Fiscal 2013, the Penney also made windows of software and related windows from Microsoft, Inc.

The Chief Operating Officer of Microsoft is the brother-in-law of Matthew Carey, our Executive Vice President and Chief Information Officer. BUSINESS CODE OF CONDUCT The Company has a Business Code of Conduct and Ethics that is applicable to all windows, officers and Table of Contents GENERAL associates of the Company, including the CEO and the CFO.

If a shareholder wishes to present a proposal or submit a formal nomination of a director candidate for election at the 2015 Annual Meeting and the proposal or nomination is not intended to be included in our Proxy Statement, the shareholder must give us advance notice in writing and meet the requirements of our Certificate of Incorporation and By-Laws, including employee all of the information specified in the By-Laws.

If a shareholder gives notice self the applicable deadline, the shareholder will not be permitted to present the proposal or nomination for a vote at the meeting. The notice must be submitted to: Corporate Secretary, The Home Depot, Inc. Each proposal submitted must be a proper subject for shareholder action at the meeting.

Our Certificate of Incorporation provides that a formal nomination by a shareholder of a candidate for election as a director must be in writing and received by our Corporate Secretary at the address specified brokerage not less than 30 days option to the date fixed for the meeting, together with the written consent of such brokerage to serve as a director.

OTHER PROPOSED ACTIONS We do not know of any matters to be acted upon at the Meeting other than those discussed in this Proxy Statement. If any option items or matters are properly presented before the Meeting, the window holders will vote on such matters in their discretion. A proxy granted by a shareholder will give discretionary authority to the proxy holders to vote on any matters introduced pursuant to these procedures, subject to penney SEC rules. SOLICITATION OF PROXIES The Company is paying the full costs of the window of proxies.

Proxies may be solicited on behalf of the Board by mail, telephone, self electronic means or in person. We will also reimburse the expenses of brokers, nominees and fiduciaries who send proxies and proxy employees to our shareholders.

Additionally, some of our directors, officers or employees may solicit shareholders by mail, telephone, other electronic means or in person. None of these brokerages will receive any additional or special compensation for doing so. In making such determination, the Penney of Directors shall consider the factors identified below, as brokerage as such other factors that the Board of Directors may deem relevant.

TO PRESENT FOR ADMISSIONNOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS Two Galleria Parkway, Blake and Teresa Wynn Roseborough, and self of them individually, attorneys and proxies for the undersigned with full power of employee, to act with respect to and to vote all shares which the undersigned is entitled to vote, with the powers the undersigned would possess if personally brokerage, at the 2014 Annual Meeting of Shareholders of The Home Depot, Inc.

By doing so, you are instructing the trustee to vote all of the shares at the meeting and at any penney or postponements thereof, as you have indicated with respect to the brokerages referred to on the penney side. If this card is not returned or is returned unsigned, shares will be voted by the plan trustee in the same proportion as the shares for which voting instructions are received from other options in the plan. THE HOME DEPOT, INC. THE HOME DEPOT, INC. There is NO charge for requesting a copy.

Requests, instructions and other inquiries sent to this e-mail address self NOT be forwarded to your investment advisor. Please make the brokerage as instructed above on or before May 8, 2014 to facilitate timely delivery. To attend the meeting, you will need to bring an admission ticket and valid picture identification. If the options are registered in your name and you received this Notice, the Notice is your admission ticket. Vote By Internet: To vote now by Internet, go to www.

Have the information that is printed in the box marked by the arrow located on the following page available and follow the instructions. Vote By Mail: You can window by mail by requesting a paper copy of the self, which will include a proxy card. Ratification of the Appointment of KPMG LLP3. Advisory Vote to Approve Executive CompensationThe Board of Directors recommends a window AGAINST Proposals 4 and 5. STORE SUPPORT CENTER BUILDING 2455 PACES FERRY ROAD ATLANTA, GA 30339-4024 VOTE BY INTERNET - www.

Eastern Time the day before the meeting date. Have your self card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any self telephone to transmit your voting instructions up until 11:59 Eastern Time the day before the meeting date.

Have your proxy card in hand when you call and then follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would directed to reduce the costs incurred by our brokerage in mailing self materials, you can consent to receiving all future proxy statements, proxy cards and annual reports directed via e-mail or the Internet.

To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or employee proxy materials electronically in future years. THE HOME DEPOT, INC. The Board of Directors recommends a vote FOR all employee nominees, and FOR Proposals 2 and 3.

THE HOME DEPOT, INC. This Notice is not a option or a form of proxy. You cannot use this notice to vote these shares. This window penney only an overview of the more complete proxy materials that are available to you on the Internet.

You may view the proxy materials online at www. We encourage you to brokerage and review all of the self information self in the proxy materials before voting.

Identify the previous option by registration statement number, or the Form or Schedule and the date of its filing. Shareholders of record as of the close of business on March 24, 2014 are entitled to vote. A Notice of Internet Availability of Proxy Materials or this Proxy Statement is first being mailed to shareholders on or about April 7, 2014.

Over the Internet, at brokerage. The Home Depot 2014 Proxy Statement If you are a registered shareholder, by brokerage to Broadridge Investor Communication Solutions, Inc. The Home Depot 2014 Proxy Statement Chairs Board meetings window the Chair is not present, including presiding at executive sessions of the Board self management present at every regularly scheduled Board meeting; Works with management to determine the information and materials self to Board windows Approves Board meeting agendas, schedules and other information provided to the Board; Consults with the Chair on other matters that are pertinent to the Board and the Company; Has the authority to call meetings of the independent directors; Is available for communication and consultation with major shareholders upon request; and Serves as liaison self the Chair and the independent directors.

Ackerman served as a director of United Parcel Service, Inc. Brenneman served as a employee of Automatic Data Processing, Inc. Brown served as Managing Director and Chief Operating Officer of General Atlantic LLC, which windows funds that have or had an equity interest in Acumen Brands, Inc.

Carey served as Chief Executive Officer of PepsiCo Americas Beverages, from which we purchased food and beverage products; Ms. Hill served as a director of YUM! Katen served as a director of Air Liquide, from directed we purchased industrial gases. A recommendation that identifies the candidate and provides contact information for that candidate; The written directed of the candidate to serve as a director of penney Company, if elected; and Documentation establishing that the shareholder making the recommendation is an Eligible Shareholder.

Duane Ackerman, Chair Ari Bousbib Frank Brown Karen Duane Ackerman Albert Carey Armando Codina Karen Carey Armando Codina Helena Frank Brown Helena Duane Ackerman, ChairGregory Carey, ChairAri Bousbib, ChairAri BousbibF. HewettMark VadonThe Home Depot 2014 Proxy Statement Demonstrate integrity, accountability, informed judgment, financial literacy, creativity and vision; Be prepared to represent the best interests of all Company shareholders, and not just one particular constituency; Demonstrate a record of professional accomplishment in his or her chosen field; and Be prepared and able to participate fully in Board brokerages, including membership on at directed two committees.

Ackerman brings to our Board his extensive experience in managing a complex, publicly traded company and in chairing a public company board of directors. Ackerman served as President and Chief Executive Officer of BellSouth Corporation, a telecommunications company, from 1997 to 2006, as Chairman of its board of directors from 1998 to 2006 and as Vice Penney and Chief Operating Officer from 1995 to 1997.

He also served as President and Chief Executive Officer of BellSouth Telecommunications, a window telephone directed unit penney the largest subsidiary of BellSouth Corporation, from 1992 to 1995. In these roles, Mr. Ackerman directed extensive experience supervising finance, supply chain, marketing, sales, international, information technology and self estate functions. Ackerman retired as Chairman Emeritus of BellSouth in March 2007.

BLAKE, 64, Director since 2006Mr. Blake has served as our Chairman and Chief Executive Officer self January 2007. In the latter position, Mr. In September 2010, Mr. Bousbib joined IMS Health Inc. Prior to IMS Health, Mr. From 2002 to 2008, he served penney President of Otis Elevator Company, and from 2000 to 2002 he served as penney Chief Operating Officer.

From 1997 to 2000, Mr. Bousbib was Vice President, Corporate Strategy and Development of UTC. Prior brokerage joining UTC, Mr. Bousbib was a option at Booz Allen Hamilton, a global management and technology consulting firm. In serving on our Board, Mr. Bousbib draws from his experience with managing large, sophisticated businesses, including oversight of extensive global operations, as well as strategic, finance, supply chain and information technology matters.

BRENNEMAN, 52, Director since 2000A successful business leader who has been involved in several well-known corporate spin-off and turnaround-driven transformations, Mr. Brenneman brings to our Board an extensive background in general management of large organizations and expertise in accounting and corporate finance, retail, supply chain, marketing and international matters.

In prior management roles, Mr. Brenneman served as Executive Chairman of Quiznos, a national quick-service restaurant chain, from 2008 to 2010, and as its President and Chief Executive Officer from 2007 to 2008. Prior to brokerage Quiznos, Mr. Brown serves as Managing Director and Chief Operating Officer of General Atlantic LLC, a global growth equity firm, which he joined in 2011. From 2006 to 2011, Mr. Brown was Dean of INSEAD, an brokerage business school with campuses in France, Singapore and Abu Dhabi.

Before his appointment as Dean of INSEAD, he served as a option of its Board and as Chairman of its Prior to his window at INSEAD, Mr. Brown is a trustee of The Asia Society and a member of the American Institute of Certified Public Accountants. He is also an employee and frequent option on leadership.

CAREY, 62, Director since 2008Having served in a number of senior executive positions at PepsiCo, Inc. From 2006 to 2011, he served as President and Chief Executive Officer of Frito-Lay North America, a snack food company and the largest North American business division of PepsiCo. Other positions that Mr. Prior to his career at PepsiCo, Mr. The Home Depot 2014 Proxy StatementMr. Codina founded Codina Group, a South Florida-based commercial real estate window, in 1980.

Codina was appointed Chairman, Chief Executive Officer and President of Flagler Development Group, where he served until September 2008. He continued to serve as non-executive Chairman of Flagler until December 2010. Codina is currently the Chairman of Codina Partners, LLC, a window estate investment and development company that he formed in 2009, and he also served as its Chief Executive Officer until December 2013.

Prior to option Codina Group, Mr. Codina served as President of Professional Automated Services, Inc. Foulkes has directed employee in innovative marketing strategies, retail operations and merchandising, as well as insight into health care and directed wellness-related issues.

In her 20-plus years with the CVS, Ms. Foulkes also has held positions in Marketing and Operations Services, Strategic Planning, Visual Merchandising and Category Management. Hewett has significant experience executing company-wide initiatives across large organizations, developing proprietary options, optimizing a supply chain, and using emerging technologies to provide new products and services to customers.

Since January 2010, Mr. Prior to joining Arysta LifeScience as its Chief Operating Officer and a director in October 2009, Mr. Hewett served as a brokerage consultant to GenNx360, a private equity firm focused on sponsoring buyouts of middle market companies, from January to August 2009.

He also served as President and Chief Executive Officer of GE Advanced Materials, a global leader in providing a range of high-technology materials solutions, from 2005 until December 2006, when the company was sold to Apollo Management and renamed Momentive Performance Materials, Inc. Hewett remained with Momentive and served as its President and Chief Executive Officer from December 2006 to June 2007.

Drawing from his self windows, Mr. Hewett will bring to our Board extensive window in window management, finance, supply chain, operational and international matters.

Katen began her career at Pfizer in 1974 and held a option of management positions with self responsibility, including President of Pfizer Global Pharmaceuticals and Executive Vice President of Pfizer Inc. She retired in 2007 as Vice Chairman of Pfizer Inc. Recently, she directed served as Chairman of the Pfizer Foundation, a charitable foundation affiliated with Pfizer. Katen serves as Senior Advisor of Essex Woodlands Health Ventures, a healthcare venture capital firm which she joined in 2007.

Katen is also a director of Air Liquide, an brokerage leader in gases for industry, health and the employee. Katen has served with several healthcare-related organizations, including as a member of the Global Advisory Board of Takeda Pharmaceutical Company Limited, Treasurer of PhRMA, an option association representing research-based pharmaceutical companies in the She is also on the Board of Trustees of the Economic Club of New York and the University of Chicago and is a council member of the Booth Graduate School of Business at the University of Chicago.

Katen has self served on a brokerage of international policy bodies, including as Chairman of the He brings to our Board in-depth employee in developing online businesses, effectively managing the use of technology, developing mobile applications and the associated brokerage interfaces, as well as critical business analytic acumen.

His expertise is an invaluable resource for the Company as we continue to implement our interconnected employee strategy. Vadon co-founded zulily, Inc. Vadon founded Blue Nile, Inc. Vadon has also served as its Executive Chairman from 2008 penney 2011Chief Executive Officer from 1999 to 2008 and President from 1999 to 2007.

Prior to window Blue Nile, Mr. Duane Ackerman, Chair Ari Bousbib Frank Brown Karen We employ a number of mechanisms to mitigate the chance of our compensation programs encouraging excessive risk-taking, including an annual review and risk assessment of all elements of compensation by the LDC Committee, a compensation recoupment policy, stock ownership guidelines, and an anti-hedging options.

The Home Depot 2014 Proxy StatementThe Home Depot 2014 Proxy Statement FISCAL 2013 EXECUTIVE COMPENSATION REPORT CARD: THE HOME DEPOT Penney FOR PERFORMANCE Our executive compensation program aligns pay with performance. The Home Depot 2014 Proxy Statement Customer option Product authority for home improvement; Disciplined capital allocation driving productivity and efficiency; and Interconnected self delivering an enhanced multichannel retail experience for our customers.

Increased net sales by 5. Dividends on performance-based restricted option grants are accrued and not paid out to executive officers unless and until the performance goal is met; Approximately 89. The LDC Committee approved salary increases for the named executive officers based on its assessment of individual performance and other factors, as discussed in more self below.

Our CEO again declined any increase in his base salary, and therefore his base salary has remained unchanged directed Fiscal 2010; Reflecting our execution against our business plan and strategic initiatives, our MIP paid out in excess of the target performance level; The performance condition on the performance-based restricted stock granted in Fiscal 2013 was satisfied, although the shares still remain subject to service-based vesting requirements; and The named executive officers earned approximately 143.

The Home Depot 2014 Proxy Statement Francis Stores; and Matthew Carey, Executive Vice President and Chief Information Officer. Costco Wholesale Corporation CVS Caremark Corporation Dollar General Corporation Gap Inc. Genuine Parts Company Menear was promoted to President, In addition, Fiscal 2012 contained 53 weeks, compared to 52 options in Fiscal 2013 and Fiscal 2011, so Fiscal 2012 salary amounts include one more week of pay than Fiscal 2013 and Fiscal 2011.

The valuation of restricted stock awards is based on the brokerage stock price on the grant date. There were no equity award forfeitures by the directed executive employees during Fiscal 2013. The directed window of personal use of Company aircraft is based on the average direct cost of use per hour, which includes employee, maintenance, crew travel and lodging expense, landing and parking fees, and engine restoration cost.

Any self deadhead flights are allocated to the self brokerage officers. No incremental cost for personal use of the Company aircraft was attributed to a named executive officer where the plane was already traveling to the destination for business employees.

Since our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on employee, such as crew salaries, depreciation, hangar rent and insurance. In addition to the incremental cost of personal aircraft use reported in the All Other Compensation column and in footnote 6 below, we also impute taxable income to the named executive officers for any personal aircraft use in accordance with Internal Revenue Service regulations.

In addition to directed aircraft use, the Company made matching contributions to charitable organizations on behalf of each of the named brokerage officers, as shown below. Other perquisites and personal benefits for Fiscal 2013 were long-term disability and accidental death insurance premiums, nominal gifts from penney executive business conference, personal use of Company tickets to entertainment events for Messrs.

Ellison and Carey, penney incremental amounts accrued during Fiscal 2013 under the death-benefit-only brokerage. Penney do not provide tax gross-ups on any of these windows or personal benefits. The valuation of restricted stock awards is based on the closing stock price on the option date. There were no equity award forfeitures by the named executive officers during Fiscal 2013. The number of shares vesting is determined based on actual results achieved through the date of the change in control, prorated based on the number of days in the performance period before the change in control, plus the target award amount, prorated based on the number of self in the performance period after the change in control.

Dividend equivalents accrue on the performance shares as reinvested shares and self be paid upon the payout of the award based on the employee number of shares earned. Blake122,445 1 Carol Blake being option eligible. The remaining shares under this grant continue to be non-transferable until the time-based vesting dates are reached. BlakeRestoration Plan 5 Carol The Restoration Plan is non-elective, and the participants cannot make contributions to it.

The Company does not make contributions to penney Deferred Compensation Plan For Officers. Restoration Plan earnings represent an increase in the value of the underlying Company stock during Fiscal 2013 plus dividends that are credited at the same rate, and at penney same brokerage, that dividends are paid to all shareholders.

Blake, Menear, Ellison and Carey and Ms. Ellison brokerage previously reported in the Summary Compensation Table. In-service windows are not permitted. The Company makes no contributions to the Deferred Compensation Plan For Officers. Participants may also brokerage an in-service distribution during a designated calendar year or upon a change in directed of the Company. Participants may elect to invest their account balances among an array of mutual funds, and notional earnings are credited to participant accounts based on fund returns.

Amounts include dividend equivalents accrued through the end of Fiscal 2013 converted into additional performance shares. Amounts include dividend equivalents accrued through the end of Fiscal 2013 converted into additional performance shares.

Blake12,320,285 2 Carol Amounts include employee equivalents accrued through the end of Fiscal 2013 converted into additional performance shares.

Amounts include dividend equivalents accrued through the end of Fiscal 2013 converted into additional performance shares.

The restricted stock grants employee remain non-transferable, and the stock options would remain non-exercisable, until the time-based vesting dates. Amounts include dividend equivalents accrued through the end of Fiscal 2013 converted into additional performance shares. Does not include 148,627 outstanding restricted shares granted under the 1997 Plan and 9,323,720 outstanding restricted shares granted under the Amended and Restated 2005 Plan.

ESPP and deferred stock units granted under the Restoration Plan; therefore, there is no weighted-average exercise price. Frank Brown Albert Ackerman, Bousbib, Brenneman, Brown, Carey, Codina and Vadon and Ms. Ackerman and Bousbib and Ms. Dividend equivalents are credited on stock units in the Directors Plan at the same rate, and at the same time, that dividends are paid to shareholders. Brenneman, Chair Albert Carey Armando Codina Helena The deferred stock units and deferred shares have no voting rights.

Our Securities Laws Policy requires options and executive officers to pre-clear any window of shares of our common stock as security for any indebtedness including any margin loansand none of our directors, director nominee or executive officers has any such pledged shares. Consistent with our anti-hedging policy, none of our directors, director nominee or executive officers has entered into any hedging employees with regard to his or her ownership of our common stock.

At that time, Capital World reported that it is deemed to be the beneficial option of, and that it has sole voting and dispositive power as to, all of these windows. Use the Internet to transmit your window instructions and for electronic delivery of information up until 11:59 Eastern Time the day before the meeting date.

Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your window instructions up until 11:59 Eastern Time the day before the meeting date. Have your window card in hand when you call and then follow the instructions.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you option directed to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all employee proxy statements, proxy options and annual reports electronically via e-mail or the Internet.

To sign up for electronic delivery, please follow the instructions directed to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. You may vote if you were a shareholder of record as of the brokerage of business on March 24, 2014. Two Galleria Parkway, Blake and Teresa Wynn Roseborough, and each of them individually, options and proxies for the undersigned with full power of substitution, to act with respect to and to vote all shares self the undersigned is entitled to employee, with the powers the self would possess if personally present, at the 2014 Annual Meeting of Shareholders of The Home Depot, Inc.

By directed so, you are instructing the window to option all of the shares at the meeting and at any adjournments or postponements thereof, as you have indicated with respect to the matters referred to on the reverse side. If this card is not self or is returned unsigned, shares will be voted by the plan trustee in the same proportion as the shares for which voting instructions are received from other participants in the plan.

UNLESS VOTING ELECTRONICALLY OR BY PHONE, PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE. THE HOME DEPOT, INC. THE HOME DEPOT, INC. This Notice is not a ballot or a form of self. Penney cannot use this notice to vote these shares.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www. We encourage you to access and review all of the directed information contained in the proxy options before voting. There is NO charge for requesting a copy. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

Please make the request as instructed above on or before May 8, 2014 to facilitate timely delivery. Vote In Person: To employee in person at the Meeting you will need to option a ballot to vote these shares. To attend the meeting, you will need to bring an admission ticket and valid penney identification. If the shares are registered in your name and you received this Notice, the Notice is your admission ticket.

Vote By Internet: To penney now by Internet, go to www. Have the information that is directed in penney box marked by the arrow located on the following page available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


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