Exhibit 99.1
THE HOME DEPOT’S BOARD OF DIRECTORS ADOPTS MAJORITY VOTE
STANDARD FOR THE ELECTION OF DIRECTORS
STANDARD FOR THE ELECTION OF DIRECTORS
ATLANTA,
August 29, 2006 — The Home DepotÒ announced today that its board of
directors has amended the Company’s bylaws to adopt a majority vote standard for the election of
directors, beginning with the next election in May 2007. The new standard highlights the Company’s
commitment to high standards of corporate governance.
“Listening to our shareholders, learning from their feedback and maintaining ongoing dialogue
are top priorities for The Home Depot,” said Bob Nardelli, chairman, president & CEO. “At our
shareholder meeting in May, the majority vote proposal was approved by 56 percent. By adopting a
majority vote standard, the board of directors is reinforcing our company’s commitment to
shareholder engagement and director accountability.”
The majority vote standard requires each director to receive a majority of the votes cast with
respect to that director, providing for a greater level of accountability of directors to
shareholders. Previously, directors were elected under a plurality vote standard, which meant that
the candidates receiving the most votes would win without regard to whether those votes constituted
a majority of the shares cast at the meeting. Contested elections (in which there are more nominees
than directors to be elected) will continue to use the plurality vote standard.
Under the laws of Delaware, where The Home Depot is incorporated, if an incumbent director is
not elected, that director continues to serve as a “holdover director” until the director’s
successor is duly elected and qualified. To address this potential outcome, the board has also
adopted a director resignation policy in the Company’s bylaws. If an incumbent director is not
elected by a majority of the votes cast, the director shall offer his or her resignation to the
board. The Nominating and Corporate Governance Committee would then make a recommendation to the
board on whether to accept or reject the resignation, or whether other action should be taken. The
board would then publicly disclose its decision within 90 days after the certification of the
election results.
Information about the Company’s corporate governance program can be found at
http://ir.homedepot.com/governance/home.cfm.
The Home DepotÒ is the world’s largest home improvement specialty retailer,
with 2,082 retail stores in all 50 states, the District of Columbia, Puerto Rico, U.S. Virgin
Islands, 10 Canadian provinces and Mexico. Through its HD SupplySM businesses, The Home
Depot is also one of the largest diversified wholesale distributors in the United States, with more
than 900 locations in the United States and Canada offering products and services for building,
improving
and maintaining homes, businesses and municipal infrastructures. In fiscal 2005, The Home
Depot had sales of $81.5 billion and earnings of $5.8 billion. The Company employs approximately
355,000 associates and has been recognized by FORTUNE magazine as the No. 1 Most Admired Specialty
Retailer and the No. 13 Most Admired Corporation in America for 2006. The Home Depot’s stock is
traded on the New York Stock Exchange (NYSE: HD) and is included in the Dow Jones industrial
average and Standard & Poor’s 500 index.
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For more information, contact: |
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Financial Community
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News Media | |
Diane Dayhoff
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Paula Smith | |
Vice President of Investor Relations
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(941) 488-1289 | |
(770) 384-2666
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[email protected] | |
| Jerry Shields, Sr. PR Manager |
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| (770) 384-8741 | ||
| [email protected] |