The Home Depot said the Board of Directors approved and adopted amendments to the Company's By-Laws on November 20, 2025, effective as of the same date.

1. 01

   The Home Depot said the Board of Directors approved and adopted amendments to the Company's By-Laws on November 20, 2025, effective as of the same date.

2. 02

   The company said it aligned the advance notice window for both director nominations and proposals of other business to a single period beginning 120 days and ending 90 days prior to the 1st anniversary of the prior year's annual shareholders' meeting. It clarified that the number of director nominees a shareholder may propose under the advance notice provisions may not exceed the number of directors to be elected at the meeting.

3. 03

   The Home Depot updated its disclosure regarding the deadlines for submission of shareholder proposals or director nominations under the advance notice provisions. For a proposal or nomination to be considered at next year's annual shareholders' meeting (other than proposals pursuant to Rule 14a-8 or nominations pursuant to the Company's proxy access By-Law), notice must be received no earlier than 120 days (January 22, 2026) and no later than 90 days (February 21, 2026) prior to the 1st anniversary of the 2025 annual shareholders' meeting.

4. 04

   The company said the amendments removed a provision regarding the binding nature of the Board's determination of the sufficiency of a shareholder's special meeting request and removed a provision that permitted the adjournment of Board meetings without notice to absent directors. It added that any shareholder request to act by written consent must include a statement of intent to solicit written consents from holders of all outstanding shares.

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