Home Depot Announces New Equity Incentive Plan

TL;DR

Home Depot just got shareholder approval for a new equity plan to reward execs.

AI Summary

On June 18, 2024, The Home Depot, Inc. filed an 8-K report to disclose information regarding a new executive compensation plan. The filing details the "2024 Equity Incentive Plan" which was approved by the company's shareholders.

Why It Matters

This filing indicates a strategic move by Home Depot to incentivize its executives through equity, potentially aligning their interests with long-term shareholder value.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of an approved equity incentive plan, which is common practice and generally carries low immediate risk.

Key Players & Entities

• THE HOME DEPOT, INC. (company) — Registrant
• 2024 Equity Incentive Plan (plan) — Subject of the filing
• June 18, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.05 — ange on which registered Common Stock, $0.05 Par Value Per Share HD New York Stock E
• $18,250,000,000 — ompany paid aggregate purchase price of $18,250,000,000, subject to customary adjustments for S
• $0.0001 — hare of Class A common stock, par value $0.0001 per share, of SRS (the " SRS Class A Co

Filing Documents

• hd-20240618.htm (8-K) — 40KB
• exhibit991-6182024srsclosi.htm (EX-99.1) — 15KB
• thdlogoa.jpg (GRAPHIC) — 1053KB
• 0000354950-24-000177.txt ( ) — 1631KB
• hd-20240618.xsd (EX-101.SCH) — 2KB
• hd-20240618_lab.xml (EX-101.LAB) — 21KB
• hd-20240618_pre.xml (EX-101.PRE) — 12KB
• hd-20240618_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On the Closing Date, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed to be incorporated by reference in any filings of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.

01 Other Events

Item 8.01 Other Events. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. On the Closing Date, following the satisfaction or waiver of the applicable closing conditions, including receipt of the requisite regulatory approvals, the Company completed the acquisition of SRS through the Merger. Pursuant to the Merger Agreement, the Company paid aggregate purchase price of $18,250,000,000, subject to customary adjustments for SRS's debt, cash, transaction expenses and net working capital to determine the consideration paid to SRS equityholders (the " Merger Consideration "). At the effective time of the Merger (the " Effective Time ") (i) each share of Class A common stock, par value $0.0001 per share, of SRS (the " SRS Class A Common Stock ") and each share of SRS Class B common stock par value $0.0001 per share, of SRS (the " SRS Class B Common Stock ", and together with the SRS Class A Common Stock, the " SRS Common Stock ") issued and outstanding immediately prior to the Effective Time (each such share, a " Share ") was converted into the right to receive the applicable portion of the estimated Merger Consideration, (ii) each option (" Option ") to purchase Shares under the 2018 Option Plan of SRS that was (x) vested, unexercised and outstanding immediately prior to the Effective Time and (y) in-the-money (as determined through an iterative mathematical process pursuant to the Merger Agreement), in each case, immediately prior to the Effective Time (each such option, an " In-the-Money Option ") was canceled and converted into the right to receive the applicable portion of the estimated Merger Consideration and (iii) each Option that was not an In-the-Money Option terminated and was forfeited for no consideration. In connection with the Merger, certain members of SRS's management team reinvested a portion of their respective after-tax proceeds from the Merger Consideration into shares of the C

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 2.1 Agreement and Plan of Merger, dated as of March 27, 2024 by and among The Home Depot, Inc., Star Acquisition Merger Sub Inc., Shingle Acquisition Holdings, Inc. and Shingle Acquisition, LP (incorporated by reference from Exhibit 2.1 to the Form 10-Q filed by the Company on May 21, 2024)* 99.1 Press Release of The Home Depot, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will provide a copy of such omitted documents to the Securities and Exchange Commission upon request. 3 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. THE HOME DEPOT, INC. Date: June 18, 2024 By: /s/ Richard V. McPhail Name: Richard V. McPhail Title: Executive Vice President and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR