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2: EX-10.1 Lowe's Companies, Inc. 2006 Long Term Incentive HTML 115K
Plan, as Amended and Restated
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Registrant’s telephone number, including area code:
(i704) i758-1000
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, par value $0.50 per share
iLOW
iNew York Stock Exchange
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
i☐
Emerging growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07, on May 27, 2022, shareholders of Lowe’s Companies, Inc. (the “Company”) approved the Lowe’s Companies, Inc. 2006 Long
Term Incentive Plan, as amended and restated (the “2022 LTIP”). The 2022 LTIP became effective upon shareholder approval and reflects a number of changes from the plan as last approved by shareholders, including: (i) extension of the term of the plan for 10 years from the date of shareholder approval, (ii) a one-year minimum vesting requirement applicable to all future awards granted under the 2022 LTIP, subject to certain limited exceptions, (iii) a $750,000 limit on non-employee director awards, (iv) removal of language itemizing a detailed list of performance criteria and other changes related to Section 162(m) of the Internal Revenue Code as a result of changes in tax law, (v) greater specificity on the treatment of performance awards in connection with a change in control, (vi) new language to address the deferral of shares or consideration issuable under awards and the treatment of awards and plans assumed in corporate transactions and (vii) revising definitions
and providing additional detail regarding administration of the 2022 LTIP, including the treatment of awards in connection with a termination of employment, and making other technical or clarifying amendments.
The foregoing description of the 2022 LTIP is qualified in its entirety by reference to the text of the 2022 LTIP, which is filed as Exhibit 10.1 to this Form 8-K.
Item 5.07Submission of Matters to a Vote of Security Holders.
For more information on the proposals submitted to shareholders at the Annual Meeting held on May 27, 2022, see the
Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2022. Set forth below are the final voting results for each of the proposals submitted to the Company’s shareholders at the Annual Meeting.
Proposal 1: Election of Directors
VOTES FOR
VOTES WITHHELD
BROKER
NON-VOTES
Raul Alvarez
447,946,946
38,733,796
99,274,971
David H. Batchelder
481,577,470
5,103,272
99,274,971
Sandra B. Cochran
482,900,978
3,779,764
99,274,971
Laurie Z. Douglas
481,332,027
5,348,715
99,274,971
Richard
W. Dreiling
405,573,903
81,106,839
99,274,971
Marvin R. Ellison
460,606,814
26,073,928
99,274,971
Daniel J. Heinrich
484,023,661
2,657,081
99,274,971
Brian C. Rogers
470,808,964
15,871,778
99,274,971
Bertram
L. Scott
469,015,531
17,665,211
99,274,971
Colleen Taylor
484,612,902
2,067,840
99,274,971
Mary Beth West
483,336,290
3,344,452
99,274,971
Proposal 2: Advisory approval of Lowe’s named executive officer compensation in fiscal 2021
VOTES
FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
449,980,109
35,088,952
1,611,681
99,274,971
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as Lowe’s independent registered public accounting firm for fiscal 2022
VOTES
FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
556,542,328
28,155,683
1,257,702
N/A
Proposal 4: Approval of the Amended and Restated Lowe’s Companies, Inc. 2006 Long Term Incentive Plan
VOTES FOR
VOTES
AGAINST
ABSTENTIONS
BROKER NON-VOTES
462,800,457
22,118,390
1,761,895
99,274,971
Proposal 5: Shareholder proposal requesting a report on median and adjusted pay gaps across race and gender
VOTES
FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
270,422,612
195,741,194
20,516,936
99,274,971
Proposal 6: Shareholder proposal regarding amending the Company’s proxy access bylaw to remove shareholder aggregation limits
VOTES
FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
156,443,207
328,195,508
2,042,027
99,274,971
Proposal 7: Shareholder proposal requesting a report on risks of state policies restricting reproductive health care
VOTES FOR
VOTES
AGAINST
ABSTENTIONS
BROKER NON-VOTES
151,970,657
319,859,292
14,850,793
99,274,971
Proposal 8: Shareholder proposal requesting a civil rights and non-discrimination audit and report
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER
NON-VOTES
9,392,576
472,464,353
4,823,813
99,274,971
Proposal 9: Shareholder proposal requesting a report on risks from worker misclassification by certain Company vendors
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
