false--01-290000060667LOWES COMPANIES INC 0000060667 2020-05-29 2020-05-29


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2020
LOWESGRAPHICIMAGE01.JPG
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
 
North Carolina
 
1-7898
 
56-0578072
 
 
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(IRS Employer
 Identification No.)
 

 
1000 Lowe’s Blvd.
 
 
 
 
 
 
Mooresville,
NC
 
28117
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
 
 
 
 
 
 
 
Registrant’s telephone number, including area code
 
(704)
758-1000
 
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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
 
 
Common Stock, par value $0.50 per share
LOW
New 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).
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 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the annual meeting of shareholders (the “Annual Meeting”) of Lowe’s Companies, Inc. (the “Company”) held on May 29, 2020, shareholders approved an amendment to the Bylaws of the Company that lowered the threshold ownership requirement to call a special meeting of shareholders from 25% to 15% of shares outstanding.

The foregoing summary in this Item 5.03 does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated on May 29, 2020, attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.
For more information on the proposals submitted to shareholders at the Annual Meeting held on May 29, 2020, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2020. 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
551,784,072
7,901,876
102,795,789
David H. Batchelder
555,709,852
3,976,096
102,795,789
Angela F. Braly
549,725,635
9,960,313
102,795,789
Sandra B. Cochran
554,789,346
4,896,602
102,795,789
Laurie Z. Douglas
555,927,461
3,758,487
102,795,789
Richard W. Dreiling
519,792,567
39,893,381
102,795,789
Marvin R. Ellison
557,786,592
1,899,356
102,795,789
Brian C. Rogers
556,902,701
2,783,247
102,795,789
Bertram L. Scott
554,285,154
5,400,794
102,795,789
Lisa W. Wardell
557,782,271
1,903,677
102,795,789
Eric C. Wiseman
551,642,598
8,043,350
102,795,789
Proposal 2: Advisory approval of Lowe’s named executive officer compensation in fiscal 2019
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
523,333,611
34,950,799
1,401,538
102,795,789
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as Lowe’s independent registered public accounting firm for fiscal 2020
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
635,611,603
26,190,198
679,936
N/A
Proposal 4: Approve amendment to Company’s Bylaws reducing the ownership threshold to call special shareholder meetings to 15% of outstanding shares
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
551,753,352
6,959,616
972,980
102,795,789
Proposal 5: Approve the Lowe’s Companies, Inc. 2020 Employee Stock Purchase Plan
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
556,240,969
2,740,453
704,526
102,795,789





Proposal 6: Shareholder proposal to reduce the ownership threshold to call special shareholder meetings to 10% of outstanding shares
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
186,393,059
371,573,196
1,719,693
102,795,789

Item 9.01        Financial Statements and Exhibits.

(d) Exhibits.





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.
 
 
LOWE’S COMPANIES, INC.
 
 
 
 
 
Date: June 2, 2020
By:
/s/ Ross W. McCanless
 
 
Name:
Ross W. McCanless
 
 
Title:
Executive Vice President, General Counsel
and Corporate Secretary
 



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